PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD
OF DIRECTORS OF CAPTEC NET LEASE REALTY, INC.

SPECIAL MEETING OF STOCKHOLDERS (To be held on September --,
2001)

INTRODUCTION

My name is Phillip Goldstein.  I am the portfolio manager of
Opportunity Partners L.P., the soliciting stockholder.  I am an
investment manager who presently manages investment portfolios
having assets of approximately $70 million.  Since December 1,
1992, I have been the president and 50% stockholder of Kimball &
Winthrop, Inc., a company that serves as the general partner of
Opportunity Partners, a stockholder of Captec Net Lease Realty,
Inc. ("Captec").  We are sending this proxy statement and the
enclosed GREEN proxy card to stockholders of record on August --
, 2001 (the "Record Date") of Captec.  We are soliciting a proxy
to vote your shares at the Special Meeting of Stockholders of
Captec (the "Meeting") to be held on September --, 2001 and at
any and all adjournments or postponements of the Meeting.
Please refer to Captec's proxy soliciting material for
additional information concerning the Meeting and the matters to
be considered by the stockholders.

This proxy statement and the enclosed GREEN proxy card are first
being sent to Captec's stockholders on or about August --, 2001.

There is only one proposal that Captec has scheduled to be voted
upon at the meeting: a merger of Captec with and into Commercial
Net Lease Realty, Inc. ("NNN").  We are soliciting a proxy to
vote your shares AGAINST the proposed merger.

How Proxies Will Be Voted

If you return a GREEN proxy card to us or to our agent, your
shares will be voted as you indicate.  If you do not indicate
how your shares are to be voted, they will be voted AGAINST the
proposed merger.  If you return a GREEN proxy card, you will
also be granting the persons named as proxies discretionary
authority to vote on any other matters of which they are not now
aware that may come before the meeting.  These may include,
among other things, matters relating to the conduct of the
meeting.

Voting Requirements

If a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of
proxies, consideration of matters of which we are not aware at
this time, or negotiations with the incumbent directors.  If an
adjournment of the meeting is proposed, the persons named as
proxies on the GREEN proxy card will vote for or against such
adjournment in their discretion.  Approval of the proposal
requires the affirmative vote of a majority of Captec's
outstanding shares.

Revocation of Proxies

You may revoke any GREEN proxy you give to us prior to its
exercise by (i) delivering a written revocation of your proxy to
us or to any person who will present it at the meeting; (ii)
executing and delivering a later dated proxy card to us or to
any person who will vote it at the meeting; or (iii) voting in
person at the meeting.  There is no limit on the number of times
you may revoke your proxy prior to the meeting.  Only the latest
dated, properly signed proxy card will be counted.

Information Concerning the Soliciting Stockholder

The stockholder making this solicitation is Opportunity Partners
L.P. 60 Heritage Drive, Pleasantville, NY 10570.  As noted
above, I, Phillip Goldstein am the portfolio manager and
president of the general partner of Opportunity Partners.  As of
August --, 2001 my wife and I jointly owned one share of Common
Stock of Captec as did Opportunity Partners.  I am also deemed
to be the beneficial owner of 384,646 shares of Common Stock
held in brokerage accounts, some of which are margin accounts,
by my clients (including Opportunity Partners) and me.
Combined, these personal and client holdings total 384,648
shares, representing approximately 4.0% of Captec's outstanding
Common Stock.  Our first purchase of stock occurred on February
15, 2000 and our last on July 10, 2001.  We purchased 333,298
shares in 2000 and 35,850 shares in 2001.  There have been no
sales.

REASON FOR THE SOLICITATION

We believe that the proposed merger (which is described in
detail in Captec's proxy statement) is unfair to stockholders
primarily because it includes a provision for management to
acquire certain assets of Captec for far less than their stated
value.  We believe that the assets in question may be worth more
than $2 per share in excess of the price that management has
agreed to pay for them and that the consideration that NNN has
agreed to pay to Captec's shareholders reflects this disparity.
If the merger is not approved, we think it will demonstrate that
stockholders are dissatisfied with the inadequate level of
oversight that the incumbent board of directors has exercised
over management.  In that event, we intend to conduct a proxy
contest at the 2001 annual meeting to elect directors who are
totally independent of management and are committed to
maximizing stockholder value for all stockholders and preventing
the diversion of Captec's assets from shareholders to
management.

CERTAIN CONSIDERATIONS

We believe that all stockholders of Captec (except management)
will benefit if the proposed merger is not approved.  I have a
financial incentive to increase Captec's stock price because my
clients who hold shares of Captec pay me fees.  These fees are
based upon a share of the profits the client earns and will be
greater if the value of Captec's shares increases.  In addition,
as stated above, if the proposed merger is not approved, we
intend to nominate persons for election as directors at the
annual meeting and to solicit proxies in that regard.

THE SOLICITATION

 I am making this solicitation on behalf of Opportunity
Partners.  Persons affiliated with or employed by affiliates of
Opportunity Partners may assist me in the solicitation of
proxies.  They will not receive any special compensation for
their services.  Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial
owners of shares of Common Stock for whom they hold shares of
record.  We will reimburse these organizations for their
reasonable out-of-pocket expenses.

Initially, I will personally bear all of the expenses related
to this proxy solicitation.  Because I believe that the
stockholders (except management) will benefit from this
solicitation, I intend to seek reimbursement of these expenses
from Captec.  Stockholders will not be asked to vote on the
reimbursement of solicitation expenses incurred by either the
incumbent directors or me.  I estimate that my expenses will be
about $25,000.  As of August --, 2001, my expenses have been
approximately $------.  If Captec does not reimburse me, I may
seek reimbursement from one or more of my clients or from their
affiliates.

Neither Opportunity Partners nor I have, within the past year,
been a party to any contract, arrangement or understanding with
any person with respect to any securities of Captec.  In
addition, there is no arrangement or understanding involving
either myself or any affiliate that relates to future employment
by Captec or any future transaction with Captec.

ADDITIONAL PROPOSALS

We know of no business that will be presented for
consideration at the meeting other than that set forth in this
proxy statement and in Captec's proxy statement.  If any other
matters are properly presented for consideration at the meeting,
it is the intention of the persons named as proxies in the
enclosed GREEN proxy card to vote in accordance with their own
best judgment on such matters.

DATED: August --, 2001



PROXY CARD / VOTING INSTRUCTIONS

PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF
CAPTEC NET LEASE REALTY, INC. BY OPPORTUNITY PARTNERS L.P.

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER --, 2001

The undersigned hereby appoints Steven Samuels, Rajeev Das,
Andrew Dakos and Phillip Goldstein, and each of them, as the
undersigned's proxies, with full power of substitution, to
attend the Special Meeting of Stockholders of Captec Net Lease
Realty, Inc. ("Captec") to be held at ------ on -------,
September --, 2001, at -----------------------------------------
- --- (the "Meeting"), and any adjournment or postponement
thereof, and to vote on all matters that may come before the
Meeting and any such adjournment or postponement the number of
shares that the undersigned would be entitled to vote, with all
the power the undersigned would possess if present in person, as
specified below.  The proxies may vote in their discretion with
respect to such other matter or matters as may come before the
Meeting and with respect to all matters incident to the conduct
of the Meeting.

(INSTRUCTIONS:  Mark vote by placing an "x" in the appropriate
[].)

APPROVAL OF THE PROPOSED MERGER BETWEEN CAPTEC NET LEASE REALTY,
INC. AND COMMERCIAL NET LEASE REALTY, INC.

FOR [  ] 	AGAINST [   ]     			ABSTAIN [   ]

Important - - Please sign and date below.  Your shares will
be voted as directed.  If no direction is made, this proxy will
be voted AGAINST the above Proposal.  The undersigned hereby
acknowledges receipt of the proxy statement dated August --,
2001 from Opportunity Partners L.P. and revokes any proxy
previously executed.  (Important - Please be sure to enter
date.)

Please sign exactly as your name appears hereon.  When joint
tenants hold shares, both should sign.  When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such.  If a corporation, please sign in full
corporate name by the President or other duly authorized
officer.  If a partnership, please sign in partnership name by
authorized person. Please return promptly in the enclosed
envelope.


SIGNATURE(S)________________________Dated: _______________