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                                                                   EXHIBIT 99.3

                                TO VOTE BY MAIL,
                                 PLEASE DETACH
                                   PROXY HERE

[ARROW LOGO]                   Tear at Perforation                  [ARROW LOGO]


1.      TO APPROVE AN AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 1, 2001,
        PURSUANT TO WHICH CAPTEC NET LEASE REALTY, INC. WILL MERGE WITH AND INTO
        COMMERCIAL NET LEASE REALTY, INC.

        [ ] FOR                    [ ] AGAINST                      [ ] ABSTAIN

2.      ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

        [ ] FOR                    [ ] AGAINST                      [ ] ABSTAIN

The undersigned hereby acknowledges receipt of a Notice of Special Meeting of
Stockholders of Captec Net Lease Realty, Inc. called for November 19, 2001, and
a Proxy Statement for the Special Meeting prior the signing of this proxy.


                        Dated:____________________________________________, 2001

                        ________________________________________________________

                        ________________________________________________________

                        Please sign exactly as your name(s) appears(s) on this
                        proxy. When signing in a representative capacity, please
                        give title.


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                                      PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CAPTEC NET LEASE
REALTY, INC. FOR USE ONLY AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 19, 2001 AND ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

            The undersigned, being a stockholder of CAPTEC NET LEASE REALTY,
INC. ("Captec"), hereby authorizes Patrick L. Beach, W. Ross Martin and H. Reid
Sherard, and each of them, with the full power of substitution, to represent
the undersigned at the Special Meeting of Stockholders of Captec to be held at
The Ritz Carlton Hotel, 300 Town Center Drive, Fairlane Plaza, Dearborn,
Michigan 48126 on November 19, 2001 at 10:00 a.m., eastern time, and at any
adjournment thereof, and at the meeting to act, with respect to all votes that
the undersigned would be entitled to cast, if then personally present, as
appears on the reverse side of this proxy. In their discretion, the proxies are
authorized to vote with respect to matters incident to the conduct of the
Special Meeting and upon such other matters as may properly come before the
Special Meeting. This proxy may be revoked at any time before it is exercised.
Shares of Captec common stock will be voted as specified. If no specification
is made, shares will be voted FOR proposal one and IN ACCORDANCE WITH THE
DISCRETION OF THE PROXIES as to any other matter which may properly come before
the Special Meeting.


(CONTINUED ON OTHER SIDE)