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, 2002
   --------------------------------------------------------------------------

                                       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 _________





<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                   7-10

   Item 3.   Quantitative and Qualitative Disclosures About
                  Market Risk                                           10

Part II

   Other Information                                                    11-12















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

<TABLE>
<CAPTION>

                                                                               March 31,              December 31,
                                                                                  2002                    2001
                                                                           -------------------     -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                                   $ 21,507,618            $ 21,617,313
   Net investment in direct financing leases                                        7,898,558               7,944,183
   Real estate held for sale                                                        1,359,006               1,360,660
   Investment in joint ventures                                                     4,549,960               4,577,565
   Cash and cash equivalents                                                        1,195,334               1,281,855
   Certificates of deposit                                                            537,780                 545,107
   Receivables, less allowance for doubtful accounts
       of $50,295 and $51,016, respectively                                             2,525                   5,584
   Due from related parties                                                                --                  25,037
   Accrued rental income, less allowance for doubtful
       accounts of $9,061 in 2002 and 2001                                          2,469,779               2,409,770
   Other assets                                                                        57,810                  69,537
                                                                           -------------------     -------------------

                                                                                 $ 39,578,370            $ 39,836,611
                                                                           ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   43,580              $   22,119
   Real estate taxes payable                                                           16,199                   7,037
   Distributions payable                                                              956,252                 956,252
   Due to related parties                                                              51,711                  25,885
   Rents paid in advance and deposits                                                  25,962                 175,992
                                                                           -------------------     -------------------
       Total liabilities                                                            1,093,704               1,187,285

   Commitment (Note 4)

   Partners' capital                                                               38,484,666              38,649,326
                                                                           -------------------     -------------------

                                                                                 $ 39,578,370            $ 39,836,611
                                                                           ===================     ===================


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



<PAGE>


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

<TABLE>
<CAPTION>

                                                                                          Quarter Ended
                                                                                            March 31,
                                                                                     2002               2001
                                                                                ---------------    ---------------

 <c>
Revenues:
    Rental income from operating leases                                             $  684,549          $ 712,720
    Earned income from direct financing leases                                         223,655            258,451
    Contingent rental income                                                             6,318              4,123
    Interest and other income                                                            3,621             28,733
                                                                                ---------------    ---------------
                                                                                       918,143          1,004,027
                                                                                ---------------    ---------------

Expenses:
    General operating and administrative                                                79,092            144,054
    Professional services                                                               17,468             31,497
    Management fees to related parties                                                  10,426             10,669
    Real estate taxes                                                                       --             13,811
    State and other taxes                                                               49,317             48,174
    Depreciation and amortization                                                      111,031            104,935
    Provision for write-down of assets                                                      --            297,747
                                                                                ---------------    ---------------
                                                                                       267,334            650,887
                                                                                ---------------    ---------------

Income Before Equity in Earnings of Joint Ventures                                     650,809            353,140

Equity in Earnings of Joint Ventures                                                   101,936             63,061
                                                                                ---------------    ---------------

Income from Continuing Operations                                                   $  752,745          $ 416,201

Discontinued Operations (Note 3):
    Income from discontinued operations, net                                            38,847             35,108
                                                                                ---------------    ---------------

Net Income                                                                          $  791,592          $ 451,309
                                                                                ===============    ===============

Income Per Limited Partner Unit
    Continuing operations                                                            $    0.17           $    .09
    Discontinued operations                                                               0.01                .01
                                                                                ---------------    ---------------
                                                                                     $    0.18           $   0.10
                                                                                ===============    ===============

Weighted Average Number of Limited
    Partner Units Outstanding                                                        4,500,000          4,500,000
                                                                                ===============    ===============

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



<PAGE>


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


                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2002                  2001
                                                                           -------------------    ------------------

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

Limited partners:
    Beginning balance                                                              38,390,217            38,946,975
    Net income                                                                        791,592             3,268,250
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                                           (956,252 )          (3,825,008 )
                                                                           -------------------    ------------------
                                                                                   38,225,557            38,390,217
                                                                           -------------------    ------------------

Total partners' capital                                                          $ 38,484,666          $ 38,649,326
                                                                           ===================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


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


                                                                                     Quarter Ended
                                                                                       March 31,
                                                                               2002                 2001
                                                                          ----------------     ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                   $ 869,731          $1,239,409
                                                                          ----------------     ---------------

    Cash Flows from Investing Activities:
       Collections on mortgage note receivable                                         --              43,760
                                                                          ----------------     ---------------
              Net cash provided by investing
                  activities                                                           --              43,760
                                                                          ----------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (956,252 )          (956,252 )
                                                                          ----------------     ---------------
              Net cash used in financing activities                              (956,252 )          (956,252 )
                                                                          ----------------     ---------------

Net Increase (Decrease) in Cash and Cash
    Equivalents                                                                   (86,521 )           326,917

Cash and Cash Equivalents at Beginning of Quarter                               1,281,855           1,161,018
                                                                          ----------------     ---------------

Cash and Cash Equivalents at End of Quarter                                    $1,195,334          $1,487,935
                                                                          ================     ===============

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, 2002 and 2001


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 management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter ended March 31, 2002,  may not be indicative of the results
         that may be expected for the year ending December 31, 2002.  Amounts as
         of December 31, 2001, 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, 2001.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 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, 2002 and 2001


3.       Discontinued Operations:

         In January 2002, the Partnership  entered into an agreement to sell its
         property in Las Cruces, New Mexico to the tenant in accordance with the
         purchase  option under the lease.  In addition,  in February  2002, the
         Partnership  entered into an agreement with an unrelated third party to
         sell its property in Arlington, Texas.

         The properties have been reclassified from direct financing leases, and
         from land and  building on  operating  leases,  to real estate held for
         sale and are  recorded  at the lower of their  carrying  amount or fair
         value less cost to sell. In addition, the Partnership stopped recording
         depreciation,  accrued  rental income and  amortization  of lease costs
         once the properties were placed up for sale. The financial  results for
         these  properties  are  reflected  as  Discontinued  Operations  in the
         accompanying financial statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                                      2002                2001
                                                                 ----------------   -----------------

 <c>
                 Rental revenues                                        $ 40,838           $  41,080
                 Expenses                                                 (1,991 )            (5,972 )
                                                                 ----------------   -----------------
                 Income from discontinued operations                    $ 38,847           $  35,108
                                                                 ================   =================
</TABLE>

4.       Commitment:

         In January 2002, the Partnership  entered into an agreement to sell the
         property in Las Cruces, New Mexico to the tenant in accordance with the
         purchase option under the lease agreement. As a result, the Partnership
         reclassified this asset to real estate held for sale (see Note 3).

5.       Subsequent Event:

         In April 2002, the Partnership sold its property in Arlington, Texas to
         an unrelated third party for approximately  $1,288,600 and received net
         sales  proceeds  of  approximately  $1,248,200  resulting  in a gain of
         approximately  $334,000  which will be recognized in the second quarter
         of 2002.

         On May 1, 2002, Cypress  Restaurants of Georgia,  Inc., a tenant of the
         Partnership,   filed  for  Chapter  7  bankruptcy  protection.  Cypress
         Restaurants of Georgia,  Inc. leases one property from the Partnership.
         As of May 10,  2002,  the lease  relating to this  property had neither
         been rejected nor affirmed.



<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, 2002, the  Partnership  owned 48 Properties,  either
directly or indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2002 and 2001 was cash from  operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received,  less cash paid for expenses).  Cash from  operations was $869,731 and
$1,239,409  for the quarters  ended March 31, 2002 and 2001,  respectively.  The
decrease in cash from  operations  for the  quarter  ended  March 31,  2002,  as
compared to the quarter ended March 31, 2001,  was primarily a result of changes
in the  Partnership's  working  capital and changes in income and  expenses,  as
described in "Results of Operations" below.

         Currently,  cash  reserves  and rental  income  from the  Partnership's
Properties  are invested in money market  accounts or other  short-term,  highly
liquid  investments,  such as demand deposit accounts at commercial banks, money
market  accounts and  certificates  of deposit with less than a 90-day  maturity
date, pending the Partnership's use of such funds to pay Partnership expenses or
to make  distributions  to the partners.  At March 31, 2002, the Partnership had
$1,195,334 invested in such short-term investments, as compared to $1,281,855 at
December 31, 2001.  The funds  remaining  at March 31,  2002,  after  payment of
distributions  and  other  liabilities,  will be used to meet the  Partnership's
working capital needs.

         In January 2002, the Partnership  entered into an agreement to sell the
Property in Las Cruces, New Mexico to the tenant in accordance with the purchase
option under the lease agreement. As a result, the Partnership  reclassified the
assets relating to this Property from direct financing leases, and from land and
building on operating  leases,  to real estate held for sale.  In  addition,  in
April  2002,  the  Partnership  sold  its  Property  in  Arlington,  Texas to an
unrelated  third  party.  The  Partnership  intends  to  reinvest  the net sales
proceeds in an additional Property.

         On May 1, 2002, Cypress  Restaurants of Georgia,  Inc., a tenant of the
Partnership,  filed for Chapter 7 bankruptcy  protection.  The general  partners
will continue to evaluate the Property in the  Partnership's  portfolio that the
tenant is  continuing  to operate as of May 10, 2002.  If the lease is rejected,
the lost revenues resulting from the rejected lease could have an adverse effect
on the results of operations of the Partnership,  if the Partnership is not able
to re-lease or sell the Property in a timely manner.

Short-Term Liquidity

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

         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 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 cash from operations the Partnership declared  distributions to
the limited  partners of $956,252 for each of the quarters  ended March 31, 2002
and 2001. 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, 2002 and 2001. No amounts  distributed to the limited partners for the
quarters  ended March 31, 2002 and 2001 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  decreased to  $1,093,704  at March 31,  2002,  from
$1,187,285  at December 31,  2001,  primarily as a result of a decrease in rents
paid in advance at March 31,  2002,  as  compared  to  December  31,  2001.  The
decrease was partially offset by an increase in accounts payable,  escrowed real
estate taxes payable and amounts due to related  parties.  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

         During the  quarters  ended  March 31, 2001 and 2002,  the  Partnership
owned and leased 39 wholly owned Properties (excluding two Properties which were
held for sale) to operators of fast-food and family-style  restaurant chains. In
connection  therewith,  during the quarters  ended March 31, 2002 and 2001,  the
Partnership  earned $908,204 and $971,171,  respectively,  in rental income from
operating  leases and earned  income  from  direct  financing  leases from these
Properties.  The decrease in rental and earned  income  during the quarter ended
March 31, 2002, as compared to the quarter  ended March 31, 2001,  was primarily
due to the sales of the  Properties  in Rialto,  California  and  Winter  Haven,
Florida during 2001. The decrease was partially  offset by an increase in rental
and earned  income  during the  quarter  ended March 31, 2002 as a result of the
Partnership  reinvesting  the majority of these net sales proceeds in Properties
in Pflugerville and Pasadena, Texas in December 2001.

         During the  quarters  ended  March 31, 2002 and 2001,  the  Partnership
earned  $3,621 and  $28,733,  respectively,  in interest and other  income.  The
decrease in interest  and other income  during the quarter  ended March 31, 2002
was  primarily  due  to a  decrease  in  the  average  cash  balance  due to the
reinvestment of sales proceeds in additional Properties in December 2001.

         In  addition,  during the quarters  ended March 31, 2002 and 2001,  the
Partnership owned and leased six Properties (which included one Property sold in
March 2001)  indirectly  through joint venture  arrangements and one Property as
tenants-in-common  with the  affiliates of the general  partners.  In connection
therewith,  during the quarters ended March 31, 2002 and 2001,  the  Partnership
earned $101,936 and $63,061, respectively,  attributable to net income earned by
joint ventures. The increase in net income earned by these joint ventures during
the quarter  ended March 31,  2002,  as compared to the quarter  ended March 31,
2001, was primarily attributable to the fact that in April 2001, the Partnership
invested in a joint venture  arrangement,  CNL VII, X, XII Kokomo Joint Venture,
with CNL Income  Fund VII,  Ltd.,  and CNL  Income X,  Ltd.,  each of which is a
Florida  limited  partnership  and an  affiliate  of the general  partners.  The
increase  during the quarter  ended March 31, 2002 was  partially  offset by the
fact that in March 2001,  Middleburg  Joint  Venture,  in which the  Partnership
owned a 87.54%  interest,  sold its  Property  to the  tenant.  The  Partnership
dissolved the joint venture in accordance with the joint venture agreement.

         Operating expenses,  including  depreciation and amortization  expense,
and  provision  for  write-down  of assets were  $267,334  and  $650,887 for the
quarters ended March 31, 2002 and 2001, respectively.  The decrease in operating
expenses  during the quarter  ended March 31,  2002,  as compared to the quarter
ended March 31, 2001, was primarily  attributable to the Partnership recording a
provision  for  write-down of assets of $297,747  consisting of the  accumulated
accrued  rental  income  balance  relating to the  Properties  in Winter  Haven,
Florida and Albany, Georgia. The tenant of the Property in Winter Haven, Florida
vacated the Property and ceased rental payments to the  Partnership.  The tenant
of the Property in Albany,  Georgia  terminated its lease with the  Partnership.
The  provisions  represented  the  difference  between the carrying value of the
Properties,  including the accumulated  accrued rental income  balance,  and the
general partners'  estimated fair value for each Property.  The Partnership sold
the  Property  in Winter  Haven,  Florida in  December  2001 and  re-leased  the
Property  in Albany,  Georgia in January  2001 to a new tenant  with lease terms
substantially  the same as the  Partnership's  other  leases.  In addition,  the
decrease in operating  expenses  during the quarter  ended March 31,  2002,  was
partially  attributable  to a decrease in the costs incurred for  administrative
expenses for servicing the Partnership and its Properties.

         In addition,  operating  expenses  were higher during the quarter ended
March 31, 2001 due to the fact that the Partnership  incurred certain  expenses,
such as repairs and maintenance, insurance and real estate taxes, as a result of
the tenant of the Property in Winter  Haven,  Florida  terminating  its lease in
July 2001.  In October  2001,  the  Partnership  sold the  Property  and has not
continued to incur such expenses.

         During the quarter ended March 31, 2002, the  Partnership  entered into
an agreement  with an unrelated  third party to sell the Property in  Arlington,
Texas and into a separate  agreement  to sell the  Property in Las  Cruces,  New
Mexico to the tenant.  In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets," the Partnership  reclassified the assets from direct financing  leases,
land and building on operating  leases and accrued  rental income to real estate
held for sale. The Partnership  recorded the reclassified assets at the lower of
their carrying  amount or fair value less cost to sell. In addition,  during the
quarter  ended March 31,  2002,  the  Partnership  suspended  the  recording  of
depreciation  and accrued rental income upon placing the Properties up for sale.
The Partnership  recognized net rental income,  less property related  expenses,
amounting to $38,847 and $35,108  during the  quarters  ended March 31, 2002 and
2001, respectively,  relating to these Properties. The amounts were reclassified
to Discontinued Operations.  In April 2002, the Partnership sold its Property in
Arlington,  Texas to an unrelated third party for  approximately  $1,288,600 and
received net sales proceeds of approximately  $1,248,200  resulting in a gain of
approximately $334,000, which will be recognized in the second quarter of 2002.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.

<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 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.)

                  (b)      Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended March 31, 2002.


<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 14th day of May, 2002.


                                    By:CNL INCOME FUND XII, LTD.
                                       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)