FORM 10-Q/A

                                 Amendment No. 1

                       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 June 30, 2004
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                                       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
                                     0-21558
                     ---------------------------------------


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


            Florida                                       59-3078856
-------------------------------               ----------------------------------
(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


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         The Form 10-Q of CNL Income Fund XII,  Ltd.  for the  quarterly  period
ended  June 30,  2004,  is being  amended  to  include a  complete  date for the
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.


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                                   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 16th day of August 2004.


                       CNL INCOME FUND XII, 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)


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                                  EXHIBIT INDEX

Exhibit Number

         (a)  Exhibits

              3.1  Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income   Fund  XII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration  Statement  No.  33-43278-01  on Form  S-11  and
                   incorporated herein by reference.)

              4.1  Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income   Fund  XII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration  Statement  No.  33-43278-01  on Form  S-11  and
                   incorporated herein by reference.)

              4.2  Amended and Restated Agreement of Limited  Partnership of CNL
                   Income Fund XII,  Ltd.  (Included as Exhibit 4.2 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on April
                   15, 1993, and incorporated herein by reference.)

              10.1 Management  Agreement  between CNL Income Fund XII,  Ltd. and
                   CNL  Investment  Company.  (Included  as Exhibit 10.1 to Form
                   10-K filed with the  Securities  and Exchange  Commission  on
                   April 15, 1993, 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  31,  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 13, 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.)

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                                  EXHIBIT 31.1


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                                  EXHIBIT 31.2


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                                  EXHIBIT 32.1


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                                  EXHIBIT 32.2