FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                    (X) QUARTERLY REPORT PURSUANT TO SECTION
                         13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT of 1934

For the quarterly period ended                       March 31, 2004
                                          --------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to ________________________


                             Commission file number
                                     0-19140
                     ---------------------------------------


                            CNL Income Fund VII, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Florida                                     59-2963871
---------------------------------          -------------------------------------
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                 Identification No.)


  450 South Orange Avenue
     Orlando, Florida                                    32801
------------------------------------------    ----------------------------------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number
(including area code)                                (407) 540-2000
                                            ------------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X


<PAGE>


                                    CONTENTS


<TABLE>
<CAPTION>

 <c>
                                                                                     Page

Part I.

         Item 1.           Financial Statements:

                               Condensed Balance Sheets                                1

                               Condensed Statements of Income                          2

                               Condensed Statements of Partners' Capital               3

                               Condensed Statements of Cash Flows                      4

                               Notes to Condensed Financial Statements                 5

         Item 2.           Management's Discussion and Analysis of Financial
                               Condition and Results of Operations                     6-7

         Item 3.           Quantitative and Qualitative Disclosures About
                               Market Risk                                             7

         Item 4.           Controls and Procedures                                     7


Part II.

         Other Information                                                             8-9


</TABLE>


<PAGE>




                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
<S> <C>
                                                                             March 31,             December 31,
                                                                               2004                    2003
                                                                         ------------------     -------------------
                               ASSETS

   Real estate properties with operating leases, net                         $  15,440,197           $  15,516,336
   Net investment in direct financing leases                                     3,021,881               3,057,744
   Investment in joint ventures                                                  5,215,444               5,226,092
   Cash and cash equivalents                                                     1,054,996                 995,838
   Receivables                                                                          --                  94,390
   Accrued rental income                                                         1,063,858               1,059,756
   Other assets                                                                     73,328                  85,335
                                                                         ------------------     -------------------

                                                                             $  25,869,704           $  26,035,491
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                      $     24,288             $     6,324
   Real estate taxes payable                                                         9,068                   3,656
   Distributions payable                                                           675,000                 675,000
   Due to related parties                                                           28,938                  11,333
   Rents paid in advance                                                            66,205                  81,463
   Deferred rental income                                                           84,233                  85,574
                                                                         ------------------     -------------------
       Total liabilities                                                           887,732                 863,350

   Minority interests                                                            1,803,955               1,803,381

   Partners' capital                                                            23,178,017              23,368,760
                                                                         ------------------     -------------------

                                                                             $  25,869,704           $  26,035,491
                                                                         ==================     ===================

</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

 <c>
                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2004               2003
                                                                               ---------------    ---------------
  Revenues:
      Rental income from operating leases                                         $   504,037         $  500,694
      Earned income from direct financing leases                                       92,529             96,662
      Contingent rental income                                                          2,037                627
      Interest and other income                                                           202                536
                                                                               ---------------    ---------------
                                                                                      598,805            598,519
                                                                               ---------------    ---------------

  Expenses:
      General operating and administrative                                             81,697             71,001
      Property related                                                                  1,567              5,509
      State and other taxes                                                            28,966             31,806
      Depreciation and amortization                                                    77,051             78,030
                                                                               ---------------    ---------------
                                                                                      189,281            186,346
                                                                               ---------------    ---------------

  Income before minority interests and equity in earnings of
  unconsolidated joint ventures                                                       409,524            412,173

  Minority interests                                                                  (48,902)           (46,195)

  Equity in earnings of unconsolidated joint ventures                                 123,635            126,621
                                                                               ---------------    ---------------

  Net income                                                                      $   484,257         $  492,599
                                                                               ===============    ===============

  Income per limited partner unit                                                 $     0.016              0.016
                                                                               ===============    ===============

  Weighted average number of limited partner
      units outstanding                                                            30,000,000         30,000,000
                                                                               ===============    ===============
</TABLE>

           See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

 <c>
                                                                          Quarter Ended           Year Ended
                                                                            March 31,            December 31,
                                                                               2004                  2003
                                                                        -------------------    ------------------

General partners:
    Beginning balance                                                         $    230,931          $    230,931
    Net income                                                                          --                    --
                                                                        -------------------    ------------------
                                                                                   230,931               230,931
                                                                        -------------------    ------------------

Limited partners:
    Beginning balance                                                           23,137,829            23,609,162
    Net income                                                                     484,257             2,228,667
    Distributions ($0.023 and $0.090 per
       limited partner unit, respectively)                                        (675,000)           (2,700,000)
                                                                        -------------------    ------------------
                                                                                22,947,086            23,137,829
                                                                        -------------------    ------------------

Total partners' capital                                                     $   23,178,017         $  23,368,760
                                                                        ===================    ==================
</TABLE>

           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

 <c>
                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2004               2003
                                                                                --------------    ---------------


  Net cash provided by operating activities                                        $  782,486         $  762,831
                                                                                --------------    ---------------

  Cash flows from financing activities:
      Distributions to limited partners                                              (675,000)          (675,000)
      Distributions to holders of minority interests                                  (48,328)           (48,673)
                                                                                --------------    ---------------
         Net cash used in financing activities                                       (723,328)          (723,673)
                                                                                --------------    ---------------

  Net increase in cash and cash equivalents                                            59,158             39,158

  Cash and cash equivalents at beginning of quarter                                   995,838            988,102
                                                                                --------------    ---------------

  Cash and cash equivalents at end of quarter                                     $ 1,054,996        $ 1,027,260
                                                                                ==============    ===============

  Supplemental schedule of non-cash financing activities:

         Distributions declared and unpaid at end of
            quarter                                                                $  675,000         $  675,000
                                                                                ==============    ===============

</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>




                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter ended March 31, 2004,  may not be indicative of
         the results that may be expected for the year ending December 31, 2004.
         Amounts as of December 31, 2003, included in the financial  statements,
         have been derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund VII, Ltd. (the  "Partnership")  for the year ended December
         31, 2003.

         The Partnership accounts for its 83% interest in San Antonio #849 Joint
         Venture,  its 79%  interest in CNL  Mansfield  Joint  Venture,  its 56%
         interest in Duluth Joint  Venture,  its 68.75%  interest in CNL VII, XV
         Columbus Joint Venture and its 79% interest in Arlington  Joint Venture
         using  the  consolidation  method.  Minority  interests  represent  the
         minority joint venture partners'  proportionate  share of the equity in
         the consolidated joint ventures. All significant  intercompany accounts
         and transactions have been eliminated.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries. The primary beneficiary of
         a variable  interest entity is the party that absorbs a majority of the
         entity's expected losses,  receives a majority of its expected residual
         returns, or both, as a result of holding variable interests,  which are
         the ownership,  contractual,  or other pecuniary interests in an entity
         that change with  changes in the fair value of the  entity's net assets
         excluding  variable  interests.  Prior to FIN 46R, a company  generally
         included  another  entity  in  its  financial  statements  only  if  it
         controlled the entity through voting interests.  Application of FIN 46R
         is  required  in  financial  statements  of public  entities  that have
         interests in variable  interest entities for periods ending after March
         15,  2004.  The  Partnership  has adopted FIN 46R as of March 31, 2004,
         which   resulted   in   the   consolidation   of   certain   previously
         unconsolidated  joint  ventures.  FIN 46R  does not  require,  but does
         permit  restatement  of previously  issued  financial  statements.  The
         Partnership has restated prior year's financial  statements to maintain
         comparability between the periods presented.  These restatements had no
         effect on partners' capital or net income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        CNL Income  Fund VII,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 18, 1989, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and existing  restaurants,  as well as land upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national  and  regional  fast-food  restaurant  chains.  The leases
generally are triple-net  leases,  with the lessees  responsible for all repairs
and maintenance,  property taxes, insurance and utilities.  As of March 31, 2004
and  2003,  the  Partnership  owned 18  Properties  directly  and 17  Properties
indirectly through joint venture or tenancy in common arrangements.

Capital Resources

        For the  quarters  ended March 31, 2004 and 2003,  net cash  provided by
operating activities was $782,486 and $762,831, respectively.

        At March 31,  2004,  the  Partnership  had  $1,054,996  in cash and cash
equivalents,  as compared to $995,838 at December 31,  2003.  At March 31, 2004,
these funds were held in demand deposit accounts at a commercial bank. The funds
remaining  at  March  31,  2004,  after  payment  of  distributions   and  other
liabilities,  will be used to invest in an  additional  Property and to meet the
Partnership's working capital needs.

Short-Term Liquidity

        The Partnership's  investment strategy of acquiring  Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

        The Partnership's short-term liquidity requirements consist primarily of
the operating expenses of the Partnership.

        The general  partners have the right,  but not the  obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

        The Partnership  generally  distributes  cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based  primarily  on current  cash from  operations,  the  Partnership  declared
distributions to the limited partners of $675,000 for each of the quarters ended
March 31,  2004 and 2003.  This  represents  distributions  for each  applicable
quarter of $0.023 per unit. No  distributions  were made to the general partners
for the quarters  ended March 31, 2004 and 2003. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 2004 and 2003 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

        Total liabilities,  including  distributions  payable,  were $887,732 at
March 31, 2004,  as compared to $863,350 at December  31, 2003.  The increase in
liabilities  was the result of an  increase  in  accounts  payable  and  accrued
expenses,  real estate taxes payable,  and amounts due to related  parties.  The
increase  was  partially  offset by a  decrease  in rents paid in  advance.  The
general  partners  believe that the  Partnership  has sufficient cash on hand to
meet its current working capital needs.

Long-Term Liquidity

        The  Partnership  has no  long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

        Rental  revenues from  continuing  operations  were $596,566  during the
quarter ended March 31, 2004, as compared to $597,356  during the same period of
2003. Rental revenues from continuing  operations during the quarter ended March
31, 2004, as compared to the quarter ended March 31, 2003,  remained  relatively
constant, as there was no change in the leased property portfolio.

        In December 2003,  Waving Leaves,  Inc., the tenant of the Properties in
Orrville,  Akron,  Minerva and  Seville,  Ohio filed for  Chapter 11  bankruptcy
protection  and rejected the lease of the Property in Orrville,  Ohio. As of May
3, 2004,  the  Partnership  has received from the guarantor all rental  payments
relating  to these four  leases.  The lost  revenues  that  would  result if the
guarantor were to cease making rental  payments on any of these leases will have
an  adverse  effect on the  results  of  operations  of the  Partnership  if the
Partnership is not able to re-lease the Properties in a timely manner.

        The  Partnership  earned  $123,635  attributable to net income earned by
unconsolidated  joint  ventures  during the  quarter  ended March 31,  2004,  as
compared  to  $126,621  during the same  period of 2003.  Net  income  earned by
unconsolidated  joint  ventures  during 2004,  as compared to the same period of
2003,  remained  relatively  constant,  as there were no changes in the property
portfolio owned by the joint ventures and tenancies in common.

        Operating  expenses,  including  depreciation and amortization  expense,
were  $189,281  during the quarter ended March 31, 2004, as compared to $186,346
during the same period of 2003.  The increase in operating  expenses  during the
quarter ended March 31, 2004,  was partially  due to the  Partnership  incurring
additional general operating and administrative expenses, including legal fees.

        The general partners  continuously  evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.

        In December  2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities  for  periods  ending  after  March 15,  2004.  The
Partnership  has adopted  FIN 46R as of March 31,  2004,  which  resulted in the
consolidation of certain previously  unconsolidated joint ventures. FIN 46R does
not  require,  but  does  permit  restatement  of  previously  issued  financial
statements.  The Partnership has restated prior year's  financial  statements to
maintain comparability between the periods presented.  These restatements had no
effect on partners' capital or net income.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

        The  general  partners  maintain  a  set  of  disclosure   controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

        There was no change in internal  control over  financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.    Legal Proceedings.   Inapplicable.
           ------------------

Item 2.    Changes in Securities.   Inapplicable.
           ----------------------

Item 3.    Default upon Senior Securities.   Inapplicable.
           -------------------------------

Item 4.    Submission of Matters to a Vote of Security Holders.   Inapplicable.
           ----------------------------------------------------

Item 5.    Other Information.   Inapplicable.
           ------------------

Item 6.    Exhibits and Reports on Form 8-K.

           (a)    Exhibits

                  3.1   Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  VII,  Ltd.  (Included  as  Exhibit  4.1 to
                        Registration  Statement  No.  33-31482  on Form S-11 and
                        incorporated herein by reference.)

                  4.1   Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  VII,  Ltd.  (Included  as  Exhibit  4.1 to
                        Registration  Statement  No.  33-31482  on Form S-11 and
                        incorporated herein by reference.)

                  4.2   Amended and Restated Agreement of Limited Partnership of
                        CNL Income Fund VII,  Ltd.  (Included  as Exhibit 4.2 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 1, 1996, and incorporated  herein by
                        reference.)

                  10.1  Management  Agreement  between CNL Income Fund VII, Ltd.
                        and CNL Investment  Company (Included as Exhibit 10.1 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 1, 1996, and incorporated  herein by
                        reference.)

                  10.2  Assignment of Management  Agreement  from CNL Investment
                        Company to CNL Income Fund Advisors,  Inc.  (Included as
                        Exhibit 10.2 to Form 10-K filed with the  Securities and
                        Exchange  Commission on March 30, 1995, and incorporated
                        herein by reference.)

                  10.3  Assignment of Management  Agreement from CNL Income Fund
                        Advisors,  Inc. to CNL Fund Advisors,  Inc. (Included as
                        Exhibit 10.3 to Form 10-K filed with the  Securities and
                        Exchange  Commission on April 1, 1996, and  incorporated
                        herein by reference.)

                  10.4  Assignment  of  Management   Agreement   from  CNL  Fund
                        Advisors,  Inc. to CNL APF  Partners,  LP.  (Included as
                        Exhibit 10.4 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 10, 2001, and incorporated
                        herein by reference.)

                  10.5  Assignment   of  Management   Agreement   from  CNL  APF
                        Partners, LP to CNL Restaurants XVIII, Inc. (Included as
                        Exhibit 10.5 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 13, 2002, and incorporated
                        herein by reference.)

                  31.1  Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                  31.2  Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                  32.1  Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

                  32.2  Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

           (b)    Reports on Form 8-K

                  No  reports on Form 8-K were filed  during the  quarter  ended
                  March 31, 2004.




<PAGE>




                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
as  amended,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

          DATED this 11th day of May, 2004


                            CNL INCOME FUND VII, LTD.

                            By:   CNL REALTY CORPORATION
                                  General Partner


                                  By:      /s/ James M. Seneff, Jr.
                                           -------------------------------------
                                           JAMES M. SENEFF, JR.
                                           Chief Executive Officer
                                           (Principal Executive Officer)


                                  By:     /s/ Robert A. Bourne
                                          --------------------------------------
                                          ROBERT A. BOURNE
                                          President and Treasurer
                                          (Principal Financial and
                                           Accounting Officer)




<PAGE>


                                  EXHIBIT INDEX


Exhibit Number

            (c)   Exhibits

                  3.1   Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  VII,  Ltd.  (Included  as  Exhibit  4.1 to
                        Registration  Statement  No.  33-31482  on Form S-11 and
                        incorporated herein by reference.)

                  4.1   Affidavit and Certificate of Limited  Partnership of CNL
                        Income  Fund  VII,  Ltd.  (Included  as  Exhibit  4.1 to
                        Registration  Statement  No.  33-31482  on Form S-11 and
                        incorporated herein by reference.)

                  4.2   Amended and Restated Agreement of Limited Partnership of
                        CNL Income Fund VII,  Ltd.  (Included  as Exhibit 4.2 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 1, 1996, and incorporated  herein by
                        reference.)

                  10.1  Management  Agreement  between CNL Income Fund VII, Ltd.
                        and CNL Investment  Company (Included as Exhibit 10.1 to
                        Form  10-K  filed  with  the   Securities  and  Exchange
                        Commission on April 1, 1996, and incorporated  herein by
                        reference.)

                  10.2  Assignment of Management  Agreement  from CNL Investment
                        Company to CNL Income Fund Advisors,  Inc.  (Included as
                        Exhibit 10.2 to Form 10-K filed with the  Securities and
                        Exchange  Commission on March 30, 1995, and incorporated
                        herein by reference.)

                  10.3  Assignment of Management  Agreement from CNL Income Fund
                        Advisors,  Inc. to CNL Fund Advisors,  Inc. (Included as
                        Exhibit 10.3 to Form 10-K filed with the  Securities and
                        Exchange  Commission on April 1, 1996, and  incorporated
                        herein by reference.)

                  10.4  Assignment  of  Management   Agreement   from  CNL  Fund
                        Advisors,  Inc. to CNL APF  Partners,  LP.  (Included as
                        Exhibit 10.4 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 10, 2001, and incorporated
                        herein by reference.)

                  10.5  Assignment   of  Management   Agreement   from  CNL  APF
                        Partners, LP to CNL Restaurants XVIII, Inc. (Included as
                        Exhibit 10.5 to Form 10-Q filed with the  Securities and
                        Exchange Commission on August 13, 2002, and incorporated
                        herein by reference.)

                  31.1  Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)

                  31.2  Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant  to Rule  13a-14  as  Adopted
                        Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002. (Filed herewith.)


<PAGE>



                  32.1  Certification  of Chief  Executive  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)

                  32.2  Certification  of Chief  Financial  Officer of Corporate
                        General  Partner  Pursuant to 18 U.S.C.  Section 1350 as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002. (Filed herewith.)



<PAGE>




                                  EXHIBIT 31.1




<PAGE>






                                  EXHIBIT 31.2




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                                  EXHIBIT 32.1



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                                  EXHIBIT 32.2