<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<FILENAME>crrrappraisalnotice.txt
<TEXT>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[X ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12

CAPTEC NET LEASE REALTY, INC.
- -------------------------------------------------------------
- (Name of Registrant as Specified in its Charter)
-
- OPPORTUNITY-PARTNERS L.P.
-  -------------------------------------------------------------
- (Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
-
- Payment of Filing Fee (Check the appropriate box):
-
- [X] No fee required.
-
- [ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)and 0-11.
-
- (1) Title of each class of securities to which transaction
applies: _____________________________________________
- (2) Aggregate number of securities to which transaction
applies: _____________________________________________
-
- (3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):______________________________________________
-
- (4) Proposed maximum aggregate value of transaction:
______________________________________________
-
- (5) Total fee paid:
- _____________________________________________
-
- [ ] Fee paid previously with preliminary materials.
-
- [ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
-
- (1) Amount previously paid:
- _____________________________________________
-
- (2) Form, Schedule or Registration Statement No.:
- _____________________________________________
-
- (3) Filing Party:
- ______________________________________________
-
- (4) Date Filed:
- ______________________________________________
-

IMPORTANT NOTICE
FOR STOCKHOLDERS OF CAPTEC NET LEASE REALTY, INC.

If the merger between Captec Net Lease Realty, Inc.
("Captec") and Commercial Net Lease Realty, Inc. ("CNLR")
becomes effective, Captec stockholders that vote "AGAINST"
the merger and have complied with Section 262 of the Delaware
General Corporation Law will be entitled to demand a judicial
appraisal to determine the fair value of their shares.

The appraised value of your Captec shares may be
significantly higher than the consideration paid to
stockholders that vote in favor of the proposed merger.
Qualifying stockholders will be paid in cash for the
appraised value of their shares plus interest.  Further
details on the appraisal procedure appear on pages 70-73 of
Captec's proxy statement of October 11, 2001.  Captec has not
provided a copy of Section 262 to stockholders.  Therefore,
any stockholder who wishes to exercise appraisal rights is
strongly urged to consult a legal advisor.

Note: Captec stockholders that vote in favor of the proposed
merger will forfeit their right to obtain a higher price for
their shares.  In order to preserve their right to an
appraisal, all Captec stockholders are therefore urged to
vote "AGAINST" the proposed merger on the enclosed GREEN
proxy card.

	For further information, please contact Opportunity Partners
L. P. at (914) 747-5262.








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