CNL INCOME FUND XVII LTD
10-Q, 1997-08-11
REAL ESTATE
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                                    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, 1997

                                       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
                                    0-22485


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


           Florida                                       59-3295393
    (State or other juris-                            (I.R.S. Employer
   diction of incorporation                          Identification No.)
      or organization)


400 E. South Street, #500
Orlando, Florida                                            32801
   (Address of principal                                 (Zip Code)
     executive offices)


Registrant's telephone number
   (including area code)                               (407) 422-1574


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>


                                    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           5-8

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                             9-12


Part II

  Other Information                                            13


<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS


                                                June 30,        December 31,
             ASSETS                               1997              1996
                                               -----------      ------------

Land and buildings on operating
  leases, less accumulated
  depreciation                                 $21,737,889     $21,364,032
Net investment in direct financing
  leases                                         3,073,365       1,982,164
Investment in joint venture                      1,131,057         201,171
Cash and cash equivalents                        1,193,546       4,716,719
Receivables, less allowance for
  doubtful accounts of $8,067 and
  $4,469                                            56,817          63,253
Prepaid expenses                                     6,785              -
Organization costs, less accumulated
  amortization of $3,309 and $2,309                  6,691           7,691
Accrued rental income                              315,802         167,216
Other assets                                       129,025         172,761
                                               -----------     -----------

                                               $27,650,977     $28,675,007
                                               ===========     ===========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                               $     1,898     $     2,985
Accrued construction costs payable                 159,557       1,560,712
Distributions payable                              562,500         490,084
Due to related parties                               2,987          17,153
Rents paid in advance                               73,369          52,769
Deferred rental income                             175,759          90,482
                                               -----------     -----------
  Total liabilities                                976,070       2,214,185

Minority interest                                  412,335         140,676

Partners' capital                               26,262,572      26,320,146
                                               -----------     -----------

                                               $27,650,977     $28,675,007
                                               ===========     ===========


           See accompanying notes to condensed financial statements.

                                       1

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                        Quarter Ended                       Six Months Ended
                                                           June 30,                             June 30,
                                                     1997             1996               1997              1996
                                                  ----------       ----------         ----------        ----------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  589,954       $  189,965         $1,106,061        $  221,811
  Earned income from direct
    financing leases                                  80,395           33,795            130,105            35,763
  Interest and other income                           19,168           49,707             50,269           109,758
                                                  ----------       ----------         ----------        ----------
                                                     689,517          273,467          1,286,435           367,332
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    40,801           42,026             74,701            58,734
  Professional services                                3,776            6,526             10,065             7,467
  Management fees to related
    party                                              6,896            2,096             12,189             2,396
  State and other taxes                                  126               -               6,442                -
  Depreciation and
    amortization                                      92,449           26,891            188,038            32,931
                                                  ----------       ----------         ----------        ----------
                                                     144,048           77,539            291,435           101,528
                                                  ----------       ----------         ----------        ----------

Income Before Minority
  Interest in Income of
  Consolidated Joint Venture
  and Equity in Earnings of
  Unconsolidated Joint
  Ventures                                           545,469          195,928            995,000           265,804

Minority Interest in Income
  of Consolidated Joint
  Venture                                            (10,673)              -             (10,432)               -

Equity in Earnings of
  Unconsolidated Joint
  Ventures                                            26,513               -              45,358                -
                                                 -----------       ----------         ----------        ---------

Net Income                                       $   561,309       $  195,928         $1,029,926        $  265,804
                                                 ===========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                               $       (12)      $     (269)        $     (576)       $     (329)
  Limited partners                                   561,321          196,197          1,030,502           266,133
                                                 -----------       ----------         ----------        ----------

                                                 $   561,309       $  195,928         $1,029,926        $  265,804
                                                 ===========       ==========         ==========        ==========

Net Income Per Limited
  Partner Unit                                   $      0.19       $     0.12         $     0.34        $     0.20
                                                 ===========       ==========         ==========        ==========

Weighted Average Number of
  Limited Partner Units
  Outstanding                                      3,000,000        1,702,840          3,000,000         1,314,128
                                                  ==========       ==========         ==========        ==========
</TABLE>



           See accompanying notes to condensed financial statements.

                                       2

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                        Six Months Ended       Year Ended
                                            June 30,          December 31,
                                              1997                1996
                                        ----------------      ------------

General partners:
  Beginning balance                      $       288         $       997
  Net income                                    (576)               (709)
                                         -----------         -----------
                                                (288)                288
                                         -----------         -----------

Limited partners:
  Beginning balance                       26,319,858           4,641,236
  Contributions                                    -          24,303,079
  Syndication costs                                -          (2,554,236)
  Net income                               1,030,502           1,096,468
  Distributions ($0.36 and
    $0.39 per limited partner
    unit, respectively)                   (1,087,500)         (1,166,689)
                                         -----------         -----------
                                          26,262,860          26,319,858
                                         -----------         -----------

Total partners' capital                  $26,262,572         $26,320,146
                                         ===========         ===========

           See accompanying notes to condensed financial statements.

                                       3

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                          Six Months Ended
                                                            June 30,
                                                      1997            1996
                                                  ------------    ------------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating Activities     $  1,179,142    $    257,021
                                                  ------------    ------------

    Cash Flows From Investing Activities:
      Additions to land and buildings on
        operating leases                            (1,978,419)    (10,087,458)
      Investment in direct financing leases         (1,009,775)     (1,258,674)
      Investment in joint ventures                    (934,196)             -
      Increase in other assets                              -          (65,775)
                                                  ------------    ------------
          Net cash used in investing
            activities                              (3,922,390)    (11,411,907)
                                                  ------------    ------------

    Cash Flows From Financing Activities:
      Reimbursement of acquisition and
        syndication costs paid by related
        parties on behalf of the Partnership           (26,068)       (339,105)
      Contributions from limited partners                   -       15,435,942
      Contributions from minority interest             278,170              -
      Distributions to limited partners             (1,015,084)       (142,120)
      Distribution to holder of minority
        interest                                       (16,943)             -
      Payment of syndication costs                          -       (1,544,293)
                                                  ------------    ------------
          Net cash provided by (used in)
            financing activities                      (779,925)     13,410,424
                                                  ------------    ------------

Net Increase (Decrease) in Cash and Cash
  Equivalents                                       (3,523,173)      2,255,538

Cash and Cash Equivalents at Beginning of
  Period                                             4,716,719       4,198,859
                                                  ------------    ------------

Cash and Cash Equivalents at End of Period        $  1,193,546    $  6,454,397
                                                  ============    ============

Supplemental Schedule of Non-Cash Investing
  and Financing Activities:

    Related parties paid certain acquisition
      and syndication costs on behalf of
      the Partnership as follows:
        Acquisition costs                         $     10,619    $     51,380
        Syndication costs                                   -          231,885
                                                  ------------    ------------

                                                  $     10,619    $    283,265
                                                  ============    ============

    Distributions declared and unpaid at end
      of period                                   $    562,500    $    211,692
                                                  ============    ============


           See accompanying notes to condensed financial statements.

                                       4

<PAGE>

                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1997 and 1996


1.       Significant Accounting Policies:

         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 management,
         necessary to a fair statement of the results for the interim periods
         presented. Operating results for the quarter and six months ended June
         30, 1997, may not be indicative of the results that may be expected for
         the year ending December 31, 1997. Amounts as of December 31, 1996,
         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 XVII, Ltd. (the "Partnership") for the year ended December
         31, 1996.

         The Partnership was a development stage enterprise from February 10,
         1995 through November 3, 1995. Since operations had not begun,
         activities through November 3, 1995, were devoted to organization of
         the Partnership.

         The Partnership accounts for its 80 percent interest in the accounts of
         CNL/GC El Cajon Joint Venture using the consolidation method. Minority
         interest represents the minority joint venture partner's proportionate
         share of the equity in the Partnership's consolidated joint venture.
         All significant intercompany accounts and transactions have been
         eliminated.

         Certain items in the prior years' financial statements have been
         reclassified to conform to 1997 presentation. These reclassifications
         had no effect on partners' capital or net income.

                                       5

<PAGE>

                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1997 and 1996


2.       Land and Buildings on Operating Leases:

         Land and buildings on operating leases consisted of the following at:

                                                 June 30,       December 31,
                                                   1997            1996
                                                -----------     -----------
                  Land                          $10,357,238     $10,148,827
                  Buildings                      11,741,337      11,168,540
                                                -----------     -----------
                                                 22,098,575      21,317,367
                  Less accumulated
                    depreciation                   (360,686)       (176,995)
                                                -----------     -----------
                                                 21,737,889      21,140,372
                  Construction in progress               -          223,660
                                                -----------     -----------

                                                $21,737,889     $21,364,032
                                                ===========     ===========

         Some leases provide for escalating guaranteed minimum rents throughout
         the lease term. Income from these scheduled rent increases is
         recognized on a straight-line basis over the terms of the leases. For
         the six months ended June 30, 1997 and 1996, the Partnership recognized
         $131,438 and $20,409, respectively, of such rental income.

         The following is a schedule of the future minimum lease payments to be
         received on noncancellable operating leases at June 30, 1997:

                  1997                           $   992,058
                  1998                             2,193,839
                  1999                             2,206,133
                  2000                             2,218,770
                  2001                             2,312,449
                  Thereafter                      32,871,843
                                                 -----------

                                                 $42,795,092
                                                 ===========

         Since lease renewal periods are exercisable at the option of the
         tenant, the above table only presents future minimum lease payments due
         during the initial lease terms. In addition, this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.

                                       6

<PAGE>

                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1997 and 1996


3.       Investment in Joint Ventures:

         In January 1997, the Partnership acquired an approximate 27 percent
         interest in a Black-Eyed Pea property in Corpus Christi, Texas, and an
         approximate 37 percent interest in a Burger King property in Akron,
         Ohio, as tenants-in-common with affiliates of the general partners. The
         Partnership accounts for its investment in these properties using the
         equity method since the Partnership shares control with an affiliate,
         and amounts relating to these investments are included in investment in
         joint ventures. In addition, during February 1997, the Partnership
         entered into a joint venture arrangement, CNL Mansfield Joint Venture,
         with an affiliate of the general partners, to own an approximate 21
         percent interest in this joint venture. The Partnership accounts for
         its investment in this joint venture using the equity method since the
         Partnership shares control with an affiliate.

         The following presents the combined, condensed financial information
         for all of the Partnership's investments in joint ventures at:

                                                 June 30,      December 31,
                                                   1997            1996
                                                ----------     ------------
                  Land and buildings on
                    operating leases,
                    less accumulated
                    depreciation                $4,022,291     $  960,732
                  Cash                               8,693            100
                  Prepaid expense                      115             -
                  Accrued rental income             30,967          3,929
                  Liabilities                       15,927             23
                  Partners' capital              4,046,139        964,738
                  Revenues                         206,103         29,293
                  Net income                       170,729         24,502

         The Partnership recognized income totalling $26,513 and $45,358 for the
         quarter and six months ended June 30, 1997, respectively, from these
         joint ventures.

                                       7

<PAGE>



                           CNL INCOME FUND XVII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1997 and 1996


4.       Concentration of Credit Risk:

         The following schedule presents total rental and earned income from
         individual lessees, or affiliated groups of lessees, and the respective
         restaurant chains, each representing more than ten percent of the
         Partnership's total rental and earned income for at least one of the
         quarters ended June 30:

                                                     1997        1996
                                                   --------    --------

                  Golden Corral Corporation        $117,826    $ 57,739
                  DenAmerica Corp.                  107,737      62,296
                  Foodmaker, Inc.                    87,097           -
                  National Restaurant
                    Enterprises, Inc.                69,404      65,206
                  RTM Indianapolis, Inc. and
                    RTM Southwest, Texas, Inc.       67,280      24,791

         In addition, the following schedule presents total rental and earned
         income from individual restaurant chains, each representing more than
         ten percent of the Partnership's total rental and earned income for at
         least one of the quarters ended June 30:

                                                    1997              1996
                                                  --------          --------

                  Golden Corral Family
                    Steakhouse Restaurants        $172,439          $ 57,739
                  Burger King                      103,863            65,206
                  Jack in the Box                   87,097                -
                  Boston Market                     76,900                -
                  Arby's                            67,280            24,791
                  Denny's                           63,161            62,296

         Although the Partnership's properties are geographically diverse
         throughout the United States and the Partnership's lessees operate a
         variety of restaurant concepts, default by any one of these lessees or
         restaurant chains could significantly impact the results of operations
         of the Partnership. However, the general partners believe that the risk
         of such a default is reduced due to the essential or important nature
         of these properties for the ongoing operations of the lessees.

                                       8

<PAGE>



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

         CNL Income Fund XVII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on February 10, 1995, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurant properties, as well as land upon which restaurants are to be
constructed, to be leased primarily to operators of national and regional
fast-food, family-style and casual dining restaurant chains (collectively, the
"Properties"). The leases will be triple-net leases, with the lessee generally
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of June 30, 1997, the Partnership owned 27 Properties, including
two Properties owned by joint ventures in which the Partnership is a co-venturer
and three Properties owned with affiliates as tenants-in-common.

Liquidity and Capital Resources

         On September 2, 1995, the Partnership commenced an offering to the
public of up to 3,000,000 units of limited partnership interest. The
Partnership's offering of units terminated on September 19, 1996, at which time
the maximum offering proceeds of 3,000,000 units ($30,000,000) had been received
from investors. The Partnership, therefore, will derive no additional capital
resources from the offering.

         Net proceeds to the Partnership from its offering of units, after
deduction of organizational and offering expenses, totalled $26,400,000. As of
June 30, 1997, approximately $25,949,800 had been used to invest, either
directly or through a joint venture arrangement, in 27 Properties and to pay
acquisition fees and certain acquisition expenses.

         In January 1997, the Partnership acquired an approximate 27 percent
interest in a Black-eyed Pea Property in Corpus Christi, Texas, and an
approximate 37 percent interest in a Burger King property in Akron, Ohio, as
tenants-in-common with affiliates of the general partners. In addition, during
February 1997, the Partnership entered into a joint venture arrangement, CNL
Mansfield Joint Venture, with an affiliate of the general partners, to own an
approximate 21 percent interest in this joint venture.

         The Partnership presently is negotiating to acquire one additional
Property, but as of July 31, 1997, had not acquired any such Property.

         Currently, the Partnership's primary source of capital is cash from
operations (which includes cash received from tenants, distributions from joint
ventures, and interest and other income received, less cash paid for expenses).
Cash from operations was $1,179,142 and $257,021 for the six months ended June
30, 1997 and 1996, respectively. The increase in cash from operations for the
six months ended June 30, 1997, as compared to the six months ended June 30,
1996, is primarily a result of changes in income and

                                       9

<PAGE>



Liquidity and Capital Resources - Continued

expenses as discussed in "Results of Operations" below, and changes
in the Partnership's working capital.

         Currently, uninvested offering proceeds and rental income from the
Partnership's Properties are invested in money market accounts or other
short-term, highly liquid investments pending the Partnership's use of such
funds to pay Partnership expenses or to make distributions to partners. At June
30, 1997, the Partnership had $1,193,546 invested in such short-term
investments, as compared to $4,716,719 at December 31, 1996. The decrease in the
amount invested in short-term investments is primarily attributable to the
acquisition of additional Properties as tenants-in-common, and as a result of
investing in CNL Mansfield Joint Venture, as described above, during the six
months ended June 30, 1997. The funds remaining at June 30, 1997, after the
payment of accrued acquisition and construction costs and other liabilities,
will be used to purchase and develop one additional Property, to pay limited
partner distributions and to meet the Partnership's working capital and other
needs.

         Total liabilities of the Partnership, including distributions payable,
decreased to $976,070 at June 30, 1997, from $2,214,185 at December 31, 1996,
primarily as a result of the payment during the six months ended June 30, 1997,
of construction costs accrued for certain Properties at December 31, 1996. The
general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.

         Based primarily on cash from operations, the Partnership declared
distributions to the limited partners of $1,087,500 and $326,736 for the six
months ended June 30, 1997 and 1996, respectively ($562,500 and $211,692 for the
quarters ended June 30, 1997 and 1996, respectively). This represents
distributions of $0.36 and $0.25 per unit for the six months ended June 30, 1997
and 1996, respectively ($0.19 and $0.12 per unit for the quarters ended June 30,
1997 and 1996, respectively. No distributions were made to the general partners
for the quarters and six months ended June 30, 1997 and 1996. No amounts
distributed or to be distributed to the limited partners for the six months
ended June 30, 1997 and 1996, are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.

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



                                       10

<PAGE>



Liquidity and Capital Resources - Continued

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

Results of Operations

         During the six months ended June 30, 1996, the Partnership owned and
leased 13 wholly owned Properties and during the six months ended June 30, 1997,
the Partnership and its consolidated joint venture, CNL/GC El Cajon Joint
Venture, owned and leased 23 wholly owned Properties, to operators of fast-food
and family-style restaurant chains. In connection therewith, during the six
months ended June 30, 1997 and 1996, the Partnership earned $1,236,166 and
$257,574, respectively, in rental income from operating leases and earned income
from direct financing leases from these Properties, $670,349 and $223,760 of
which was earned during the quarters ended June 30, 1997 and 1996, respectively.
The increase in rental and earned income during the quarter and six months ended
June 30, 1997, as compared to the quarter and six months ended June 30, 1996, is
primarily attributable to the acquisition of additional Properties subsequent to
June 30, 1996, and the fact that Properties acquired during the quarter and six
months ended June 30, 1996, were operational for the full quarter and six months
ended June 30, 1997, as compared to a partial quarter and six months ended June
30, 1996.

         In addition, during the six months ended June 30, 1997, the Partnership
owned and leased three Properties with an affiliate as tenants-in-common and one
Property indirectly through joint venture arrangements. In connection therewith,
during the quarter and six months ended June 30, 1997, the Partnership earned
$26,513 and $45,358, respectively, attributable to net income earned by these
joint ventures, as described above in "Liquidity and Capital Resources".

         During the six months ended June 30, 1997, five lessees, or groups of
affiliated lessees, of the Partnership, (i) Golden Corral Corporation, (ii)
National Restaurant Enterprises, Inc., (iii) DenAmerica Corp., (iv) RTM
Indianapolis, Inc. and RTM Southwest Texas, Inc., (hereinafter referred to as
RTM, Inc.), and (v) Foodmaker Inc., each contributed more than ten percent of
the Partnership's total rental income. As of June 30, 1997, Golden Corral
Corporation was the lessee under leases relating to three restaurants, National
Restaurant Enterprises, Inc. was the lessee under leases relating to two
restaurants, DenAmerica Corporation was the lessee under leases relating to four
restaurants, RTM, Inc. was the lessee under leases relating to three
restaurants, and Foodmaker, Inc. was the lessee under leases relating to four
restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, these lessees or groups of affiliated lessees, each will
continue to contribute more than ten percent of the Partnership's total rental
income during the remainder of 1997 and subsequent years. During the six months

                                       11

<PAGE>



Results of Operation - Continued

ended June 30, 1997, five restaurant chains, Golden Corral Family Steakhouse
Restaurants, Jack in the Box, Arby's, Boston Market and Burger King, each
accounted for more than ten percent of the Partnership's total rental income.
During the remainder of 1997 and subsequent years, it is anticipated that these
five restaurant chains each will continue to account for more than ten percent
of the total rental income to which the Partnership is entitled under the terms
of the leases. Any failure of these lessees or restaurant chains could
materially affect the Partnership's income.

         During the six months ended June 30, 1997 and 1996, the Partnership
also earned $50,269 and $109,758, respectively, in interest and other income,
$19,168 and $49,707 of which was earned during the quarters ended June 30, 1997
and 1996, respectively. The decrease in interest and other income during the
quarter and six months ended June 30, 1997, as compared to the quarter and six
months ended June 30, 1996, is primarily attributable to the decrease in the
amount of funds invested in short-term, liquid investments due to the
acquisition of additional Properties subsequent to the six months ended June 30,
1996, and during the six months ended June 30, 1997.

         Operating expenses, including depreciation and amortization expense,
were $291,435 and $101,528 for the six months ended June 30, 1997 and 1996,
respectively, of which $144,048 and $77,539 were incurred for the quarters ended
June 30, 1997 and 1996, respectively. The increase in operating expenses during
the quarter and six months ended June 30, 1997, as compared to the quarter and
six months ended June 30, 1996, is primarily attributable to an increase in
depreciation expense as the result of the acquisition of additional Properties
subsequent to June 30, 1996, and the fact that Properties acquired during the
quarter and six months ended June 30, 1996, were operational for the full
quarter and six months ended June 30, 1997, as compared to a partial quarter and
six months ended June 30, 1996. Operating expenses also increased during the
quarter and six months ended June 30, 1997, as a result of an increase in (i)
accounting and administrative expenses associated with operating the Partnership
and its Properties, (ii) management fees as a result of the increase in rental
revenues, as described above, and (iii) the Partnership incurring additional
taxes relating to the filing of various state tax returns during 1997.

                                       12

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults 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 - None.

                  (b)      No reports on Form 8-K were filed during the
                           quarter ended June 30, 1997.

                                       13

<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 8th day of August, 1997.


                                   CNL INCOME FUND XVII, 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 XVII, Ltd. at June 30, 1997, and its statement of
income for the six months then ended and is qualified in its entirety by
reference to the Form 10-Q of CNL Income Fund XVII, Ltd. for the six months
ended June 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,193,546
<SECURITIES>                                         0
<RECEIVABLES>                                   64,884
<ALLOWANCES>                                     8,067
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      22,098,575
<DEPRECIATION>                                 360,686
<TOTAL-ASSETS>                              27,650,977
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  26,262,572
<TOTAL-LIABILITY-AND-EQUITY>                27,650,977
<SALES>                                              0
<TOTAL-REVENUES>                             1,286,435
<CGS>                                                0
<TOTAL-COSTS>                                  291,435
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,029,926
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,029,926
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,029,926
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund XVII, LTD has an
unclassified balance sheet, therefore, no values are shown for current assets
and current liabilities.
</FN>
        

</TABLE>


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