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
                                     0-21558
                     ---------------------------------------


                            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


<PAGE>


                                    CONTENTS





Part I                                                                Page
                                                                      ----

   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               5-6

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                   7-9

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                           9

   Item 4.    Controls and Procedures                                   9

Part II

   Other Information                                                    10-11















<PAGE>


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

<TABLE>
<CAPTION>

 <c>
                                                                             March 31,              December 31,
                                                                               2004                     2003
                                                                         ------------------      -------------------
                             ASSETS

Real estate properties with operating leases, net                            $  24,450,970            $  24,586,558
Net investment in direct financing leases                                        5,179,680                5,220,842
Real estate held for sale                                                        1,376,856                3,773,892
Investment in joint ventures                                                     1,752,477                1,749,787
Cash and cash equivalents                                                        5,408,958                2,084,914
Certificates of deposit                                                            552,080                  550,991
Receivables, less allowance for doubtful accounts
    of $202,731 and $170,957, respectively                                           7,226                    9,454
Accrued rental income, less allowance for doubtful
    accounts of $8,819 and $9,061, respectively                                  2,357,411                2,353,901
Other assets                                                                        39,215                   47,580
                                                                         ------------------      -------------------

                                                                              $  41,124,873            $  40,377,919
                                                                         ==================      ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     57,557             $     25,794
Real estate taxes payable                                                           18,279                   16,504
Distributions payable                                                              956,252                  956,252
Due to related parties                                                              40,704                   19,503
Rents paid in advance and deposits                                                 204,996                  241,936
                                                                         ------------------      -------------------
    Total liabilities                                                            1,277,788                1,259,989

Minority interests                                                               1,211,904                1,217,270

Commitments (Note 4)

Partners' capital                                                               38,635,181               37,900,660
                                                                         ------------------      -------------------

                                                                              $ 41,124,873            $  40,377,919
                                                                         ==================      ===================




            See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                          Quarter Ended
                                                                                            March 31,
                                                                                     2004               2003
                                                                                ---------------    ---------------
Revenues:
    Rental income from operating leases                                             $  781,340         $  777,251
    Earned income from direct financing leases                                         140,815            159,642
    Contingent rental income                                                             3,735              5,164
    Interest and other income                                                            1,915              7,952
                                                                                ---------------    ---------------
                                                                                       927,805            950,009
                                                                                ---------------    ---------------

Expenses:
    General operating and administrative                                               105,940             85,378
    Property related                                                                     6,903              3,675
    Management fees to related parties                                                  10,980             10,808
    State and other taxes                                                               54,905             42,995
    Depreciation and amortization                                                      136,452            136,372
                                                                                ---------------    ---------------
                                                                                       315,180            279,228
                                                                                ---------------    ---------------

Income before minority interests and
    equity in earnings of unconsolidated
    joint ventures                                                                     612,625            670,781

Minority interests                                                                     (27,836)           (28,414)

Equity in earnings of unconsolidated joint ventures                                     36,090             42,165
                                                                                ---------------    ---------------

Income from continuing operations                                                      620,879            684,532

Discontinued operations:
    Income from discontinued operations                                                100,945             78,587
    Gain on disposal of discontinued operations                                        968,949                 --
                                                                                ---------------    ---------------
                                                                                     1,069,894             78,587
                                                                                ---------------    ---------------

Net income                                                                        $  1,690,773         $  763,119
                                                                                ===============    ===============

Income per limited partner unit:
    Continuing operations                                                         $       0.14          $    0.15
    Discontinued operations                                                               0.24               0.02
                                                                                ---------------    ---------------
                                                                                  $       0.38          $    0.17
                                                                                ===============    ===============

Weighted average number of limited
    partner units outstanding                                                        4,500,000          4,500,000
                                                                                ===============    ===============




            See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2004                  2003
                                                                           -------------------    ------------------

General partners:
    Beginning balance                                                        $    $259,109         $    259,109
    Net income                                                                          --                   --
                                                                           -------------------    ----------------
                                                                                   259,109               259,109
                                                                           -------------------    ----------------

Limited partners:
    Beginning balance                                                           37,641,551           38,228,265
    Net income                                                                   1,690,773            3,238,294
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                                        (956,252)          (3,825,008)
                                                                           -------------------    ----------------
                                                                                38,376,072           37,641,551
                                                                           -------------------    ----------------

Total partners' capital                                                      $  38,635,181        $  37,900,660
                                                                           ===================    ================


           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2004               2003
                                                                          ----------------   -----------------


Net cash provided by operating activities                                      $  956,114         $   922,448
                                                                          ----------------   -----------------

Cash flows from investing activities:
    Proceeds from sale of real estate properties                                3,357,384                  --
                                                                          ----------------   -----------------

          Net cash from investing activities                                    3,357,384                  --
                                                                          ----------------   -----------------


Cash flows from financing activities:
    Distributions to limited partners                                            (956,252)         (1,068,752)
    Distributions to holders of minority interests                                (33,202)            (33,506)
                                                                          ----------------   -----------------
          Net cash used in financing activities                                  (989,454)         (1,102,258)
                                                                          ----------------   -----------------

Net increase (decrease) in cash and cash equivalents                            3,324,044            (179,810)

Cash and cash equivalents at beginning of quarter                               2,084,914           1,274,469
                                                                          ----------------   -----------------

Cash and cash equivalents at end of quarter                                   $ 5,408,958        $  1,094,659
                                                                          ================   =================

Supplemental schedule of non-cash financing activities:

    Distributions declared and unpaid at end of
       quarter                                                                 $  956,252         $   956,252
                                                                          ================   =================


</TABLE>

           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND XII, 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 XII, Ltd. (the  "Partnership")  for the year ended December
         31, 2003.

         The  Partnership  accounts for its 59.05%  interest in  Williston  Real
         Estate Joint  Venture,  its 55% interest in Bossier City Joint  Venture
         and its 80% interest in CNL VIII, X, XII Kokomo 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>


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


3.       Discontinued Operations

         During 2003, the Partnership  identified for sale three properties that
         were  classified  as  discontinued   operations  in  the   accompanying
         financial  statements.  The  Partnership  sold the  property  in Tempe,
         Arizona in December 2003.  During the quarter ended March 31, 2004, the
         Partnership identified three additional properties for sale. The assets
         were reclassified from real estate properties with operating leases and
         net investment in direct  financing leases to real estate held for sale
         and were recorded at the lower of their  carrying  amount or fair value
         less cost to sell. In March 2004, the  Partnership  sold the properties
         in Toccoa, Georgia; Blue Springs, Missouri; and Fultondale,  Alabama to
         separate  third parties and received  aggregate  net sales  proceeds of
         approximately   $3,357,400   resulting   in  a  gain  on   disposal  of
         discontinued operations of approximately $968,900.

         The operating results of these six properties reflected as discontinued
         operations are as follows:

<TABLE>
<CAPTION>

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

             Rental revenues                               $  101,937        $    100,162
             Expenses                                            (992)            (21,575)
                                                       ---------------     ---------------
             Income from discontinued operations           $  100,945        $     78,587
                                                       ===============     ===============
</TABLE>

4.       Commitments

         In March 2004, the  Partnership  entered into  agreements with separate
         third parties to sell the properties in Black Mountain,  North Carolina
         and Columbia,  Mississippi.  As of May 3, 2004 the  Partnership had not
         sold these properties.





<PAGE>



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

          CNL Income Fund XII, Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 20, 1991, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and  existing  restaurants,   as  well  as  Properties  upon  which
restaurants  were  to  be  constructed  (the  "Properties"),  which  are  leased
primarily  to operators of national  and  regional  fast-food  and  family-style
restaurant chains. The leases are generally  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 directly owned 37 and
41 Properties,  respectively and owned seven 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 $956,114 and $922,448, respectively.

          During the quarter  ended March 31,  2004,  the  Partnership  sold its
Properties in Toccoa, Georgia, Blue Springs, Missouri and Fultondale, Alabama to
separate   third  parties  and  received   aggregate   net  sales   proceeds  of
approximately   $3,357,400  resulting  in  an  aggregate  gain  on  disposal  of
discontinued  operations of approximately  $968,900. The general partners intend
to  reinvest  the  net  sales  proceeds  in  additional  Properties  and  to pay
liabilities.

          At March 31, 2004,  the  Partnership  had  $5,408,958 in cash and cash
equivalents,  as compared to $2,084,914 at December 31, 2003. At March 31, 2004,
these funds were held in demand  deposit  accounts  at a  commercial  bank.  The
increase  in cash  and  cash  equivalents  at  March  31,  2004 is  because  the
Partnership is holding net sales proceeds from the sales  described  above.  The
funds  remaining at March 31, 2004,  after  payment of  distributions  and other
liabilities,  will be used to invest in  additional  Properties  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 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 on current and anticipated  future cash from  operations,  the Partnership
declared  distributions  to the limited  partners  of  $956,252  for each of the
quarters ended March 31, 2004 and 2003. This represents  distributions  for each
applicable  quarter of $0.21 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 $1,277,788 at
March 31, 2004, as compared to $1,259,989 at December 31, 2003.  The increase in
liabilities  was  primarily  due to an increase in accounts  payable and accrued
expenses and amounts due to related  parties at March 31, 2004. The increase was
partially  offset by a  decrease  in rents  paid in advance  and  deposits.  The
general  partners  believe that the  Partnership  has sufficient cash on hand to
meet its current working capital needs.
<PAGE>

Contractual Obligations, Contingent Liabilities, and Commitments

          In March 2004,  the  Partnership  entered into separate  agreements to
sell the Properties in Black Mountain, North Carolina and Columbia, Mississippi.
As of May 3, 2004, the Partnership had not sold these Properties.

          The   Partnership   has  no  contractual   obligations  or  contingent
liabilities as of March 31, 2004.

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 $922,155 during the
quarter ended March 31, 2004, as compared to $936,893  during the same period of
2003. Rental revenues from continuing  operations  remained  relatively constant
because the changes in the leased property  portfolio  related to the Properties
that were accounted for as discontinued operations.

          The Partnership also earned $36,090  attributable to net income earned
by  unconsolidated  joint  ventures  during the quarter ended March 31, 2004, as
compared  to $42,165  during the same  period of 2003.  The  decrease in the net
income earned by  unconsolidated  joint ventures  during the quarter ended March
31, 2004 was  primarily  due to the January 2004  expiration of the lease of the
Property in Kingsville, Texas, owned by Kingsville Real Estate Joint Venture, in
which the Partnership has a 31.13%  interest.  The lost revenues  resulting from
the lease  expiration  will continue to have an adverse  effect on the equity in
earnings of  unconsolidated  joint  ventures if the joint venture is not able to
re-lease the Property in a timely manner.

          Operating expenses,  including  depreciation and amortization expense,
were  $315,180  during the quarter ended March 31, 2004, as compared to $279,228
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  increase  in  operating  expenses  was also  partially  attributable  to an
increase  in state tax  expense  relating  to a state in which  the  Partnership
conducts business.

          The Partnership recognized income from discontinued operations (rental
revenues less  property  related  expenses) of $78,587  during the quarter ended
March 31, 2003, relating to the Properties in Tempe, Arizona;  Toccoa,  Georgia;
Blue Springs, Missouri; Fultondale, Alabama; Black Mountain, North Carolina; and
Columbia,  Mississippi.  The  Partnership  sold the Tempe,  Arizona  Property in
December 2003. The Partnership recognized income from discontinued operations of
$100,945  during the quarter  ended March 31,  2004.  The  Partnership  sold the
Toccoa, Georgia; Blue Springs,  Missouri; and Fultondale,  Alabama Properties in
March 2004 and recorded an aggregate gain on disposal of discontinued operations
of approximately  $968,900.  As of May 3, 2004, the Partnership had not sold the
Properties in Black Mountain, North Carolina or Columbia, Mississippi.

          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.
<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Inapplicable.


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  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.)

             (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 12th day of May, 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

            (c)    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