EXHIBIT 99.3



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The  undersigned,  Steven D.  Shackelford,  the Chief  Financial  Officer of CNL
American Properties Fund, Inc. (the "Company"),  has executed this certification
in connection with the filing with the Securities and Exchange Commission of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
(the "Report"). The undersigned hereby certifies that:

(1)      the Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      the  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.

DATED this 14th day of March 2003.



                      /s/ Steven D. Shackelford
                      -------------------------------------------------------
                      Steven D. Shackelford
                      Executive Vice President,  Chief Administrative Officer,
                      Chief Financial Officer, Secretary and Treasurer