ARTICLES OF AMENDMENT

                                       TO

              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                       CNL AMERICAN PROPERTIES FUND, INC.



             CNL American Properties Fund, Inc., a Maryland corporation,  hereby
certifies to the Maryland State Department of Assessments and Taxation that:

             FIRST:  The  charter  of  the  corporation  is  hereby  amended  as
indicated in Exhibit A attached hereto; and

             SECOND:  This amendment of the charter of the  corporation has been
advised by the board of directors and approved by the stockholders.

             We, the  undersigned  Chairman of the Board and Co-Chief  Executive
Officer  and  Secretary  of CNL  American  Properties  Fund,  Inc.,  swear under
penalties of perjury that the foregoing is a corporate act.

Dated this 26th day of June, 2003

                                         /s/ James M. Seneff, Jr.
                                         --------------------------
                                         James M. Seneff, Jr.
                                         Chairman of the Board and
                                         Co-Chief Executive Officer


                                         /s/ Steven D. Shackelford
                                         --------------------------
                                         Steven D. Shackelford
                                         Secretary







                                    Exhibit A
                                    ---------

                              ARTICLES OF AMENDMENT

                                     TO THE

              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                       CNL AMERICAN PROPERTIES FUND, INC.


             The text of each of the proposed amendments is set forth below.

Name Change
-----------
             RESOLVED,  that  Section 1.1 of the  Company's  Second  Amended and
Restated Articles of Incorporation is hereby amended to read as follows:

             "1.1 Name.

                  The name of the corporation (the `Company') is:

                         CNL Restaurant Properties, Inc.

                  So far as may be  practicable,  the  business  of the  Company
             shall be conducted and transacted  under that name, which name, and
             the word  `Company'  wherever  used in  these  Second  Amended  and
             Restated  Articles of Incorporation  of CNL Restaurant  Properties,
             Inc. (these `Articles of Incorporation'),  except where the context
             otherwise requires,  shall refer to the Directors  collectively but
             not   individually  or  personally  and  shall  not  refer  to  the
             Stockholders or to any officers, employees or agents of the Company
             or of such Directors.

                  Under  circumstances in which the Directors determine that the
             use  of  the  name  `CNL  Restaurant   Properties,   Inc.'  is  not
             practicable,  they may use any  other  designation  or name for the
             Company."


Waiver of Shareholder Ownership Limitations
-------------------------------------------

             RESOLVED,  that  paragraph  (ix) of  Section  5.6 of the  Company's
Second Amended and Restated  Articles of Incorporation is hereby amended to read
as follows:

                   "(ix)  Exception.  The Board of Directors,  upon receipt of a
                          ruling from the Internal Revenue  Service,  an opinion
                          of counsel or other evidence satisfactory to the Board
                          of Directors, in its sole discretion,  in each case to
                          the  effect  that  the   restrictions   contained   in
                          subparagraphs (d), (e) and (f) of Section 5.6(ii) will
                          not be violated,  may waive or change,  in whole or in
                          part, the application of the Common or Preferred Share
                          Ownership  Limit  with  respect  to  any  Person.   In
                          connection  with any such waiver or change,  the Board
                          of  Directors  may require  such  representations  and
                          undertakings  from such Person or  Affiliates  and may
                          impose  such  other  conditions  as  the  Board  deems
                          necessary,   advisable   or   prudent,   in  its  sole
                          discretion,  to determine  the effect,  if any, of the
                          proposed  transaction or ownership of Equity Shares on
                          the Company's status as a REIT."

Indemnification
---------------

             RESOLVED,  that  Section 7.3 of the  Company's  Second  Amended and
Restated Articles of Incorporation is hereby amended to read as follows:

             "7.3 Indemnification.

                  The Company shall indemnify and advance  expenses to any Party
             (as such  term is  defined  in  Section  2-418 of the  MGCL) to the
             fullest  extent  permitted  by Maryland  law in effect from time to
             time (but in the case of any  amendment to the MGCL or other change
             in Maryland law, to the extent such amendment or change permits the
             Company to provide broader  indemnification  or advancement  rights
             than Maryland law permitted prior to such amendment or change)."