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
                                     0-16850
                     ---------------------------------------


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


          Florida                                       59-2809460
------------------------------------         -----------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)


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


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


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

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



<PAGE>


                                    CONTENTS



<TABLE>
<CAPTION>

 <c>
                                                                                Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                                    1

                      Condensed Statements of Income                              2

                      Condensed Statements of Partners' Capital                   3

                      Condensed Statements of Cash Flows                          4

                      Notes to Condensed Financial Statements                     5

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

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                                 7

     Item 4.      Controls and Procedures                                         7-8


Part II.

     Other Information                                                            9-10

</TABLE>




<PAGE>



                            CNL INCOME FUND III, 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                            $   7,101,581           $  7,153,757
  Investment in joint ventures                                                     2,069,740              2,073,601
  Cash and cash equivalents                                                          700,737                771,278
  Receivables                                                                             --                 11,793
  Accrued rental income                                                              124,001                118,373
  Other assets                                                                        36,806                 33,865
                                                                          -------------------    -------------------

                                                                               $  10,032,865           $ 10,162,667
                                                                          ===================    ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                         $     18,118             $    4,758
  Real estate taxes payable                                                           13,658                 10,070
  Distributions payable                                                              351,563                351,563
  Due to related parties                                                             200,665                190,544
  Rents paid in advance and deposits                                                  58,168                 67,831
                                                                          -------------------    -------------------
      Total liabilities                                                              642,172                624,766

  Minority interest                                                                  121,217                121,860

  Partners' capital                                                                9,269,476              9,416,041
                                                                          -------------------    -------------------

                                                                               $  10,032,865          $  10,162,667
                                                                          ===================    ===================


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


<PAGE>


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

<TABLE>
<CAPTION>

 <c>
                                                                                          Quarter Ended
                                                                                            March 31,
                                                                                     2004                2003
                                                                                ---------------     ---------------
Revenues:
    Rental income from operating leases                                             $  257,652          $  257,652
    Contingent rental income                                                            17,682              23,363
    Interest and other income                                                              734                 593
                                                                                ---------------     ---------------
                                                                                       276,068             281,608
                                                                                ---------------     ---------------

Expenses:
    General operating and administrative                                                58,431              53,581
    Property related                                                                       549                 963
    State and other taxes                                                                7,592               2,313
    Depreciation and amortization                                                       52,700              52,176
                                                                                ---------------     ---------------
                                                                                       119,272             109,033
                                                                                ---------------     ---------------

Income before minority interest and equity in earnings
    of unconsolidated joint ventures                                                   156,796             172,575

Minority interest                                                                       (4,176)             (4,359)

Equity in earnings of unconsolidated joint ventures                                     52,378              53,401
                                                                                ---------------     ---------------

Income from continuing operations                                                      204,998             221,617
                                                                                ---------------     ---------------

Discontinued operations:
    Loss from discontinued operations                                                       --              (4,123)
    Gain on disposal of discontinued operations                                             --               2,225
                                                                                ---------------     ---------------
                                                                                            --              (1,898)
                                                                                ---------------     ---------------

Net income                                                                          $  204,998          $  219,719
                                                                                ===============     ===============

Income (loss) per limited partner unit:
    Continuing operations                                                           $     4.10           $    4.43
    Discontinued operations                                                                 --               (0.04)
                                                                                ---------------     ---------------
                                                                                    $     4.10           $    4.39
                                                                                ===============     ===============

Weighted average number of limited partner
    units outstanding                                                                   50,000              50,000
                                                                                ===============     ===============
</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


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

<TABLE>
<CAPTION>

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

General partners:
    Beginning balance                                                           $     371,371         $     371,371
    Net income                                                                             --                    --
                                                                           -------------------    ------------------
                                                                                $     371,371         $     371,371
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                               9,044,670             9,783,350
    Net income                                                                        204,998             1,017,572
    Distributions ($7.03 and $35.13 per
       limited partner unit, respectively)                                           (351,563)          (1,756,252)
                                                                           -------------------    ------------------
                                                                                    8,898,105             9,044,670
                                                                           -------------------    ------------------

Total partners' capital                                                         $   9,269,476         $   9,416,041
                                                                           ===================    ==================

</TABLE>

           See accompanying notes to condensed financial statements.


<PAGE>


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

<TABLE>
<CAPTION>

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


   Net cash provided by operating activities                                    $   285,841         $  235,256
                                                                            ----------------     --------------

   Cash flows from investing activities:
       Proceeds from sale of assets                                                      --            383,336
                                                                            ----------------     --------------
          Net cash provided by investing activities                                      --            383,336
                                                                            ----------------     --------------

   Cash flows from financing activities:
       Distributions to limited partners                                           (351,563)        (1,357,500)
       Distributions to holders of minority interest                                 (4,819)            (5,044)
                                                                            ----------------     --------------
          Net cash used in financing activities                                    (356,382)        (1,362,544)
                                                                            ----------------     --------------

   Net decrease in cash and cash equivalents                                        (70,541)          (743,952)

   Cash and cash equivalents at beginning of quarter                                771,278          1,994,246
                                                                            ----------------     --------------

   Cash and cash equivalents at end of quarter                                  $   700,737        $ 1,250,294
                                                                            ================     ==============

   Supplemental schedule of non-cash investing and financing activities:

       Deferred real estate disposition fee incurred and unpaid at
          end of quarter                                                        $        --         $   12,375
                                                                            ================     ==============

       Distributions declared and unpaid at end of quarter                      $   351,563         $  701,563
                                                                            ================     ==============
</TABLE>


           See accompanying notes to condensed financial statements.
<PAGE>





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

         The Partnership  accounts for its 69.07%  interest in Tuscawilla  Joint
         Venture using the consolidation  method.  Minority interest  represents
         the minority joint venture partners'  proportionate share of the equity
         in  the  joint  venture.  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.  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.  The
         Partnership  was not the  primary  beneficiary  of a variable  interest
         entity at the time of adoption of FIN 46R,  therefore  the adoption had
         no effect on the balance sheet, partners' capital or net income.



<PAGE>


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

         CNL Income Fund III,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on June 1, 1987 to  acquire  for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing restaurant  properties,  as well as land upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
selected national and regional fast-food restaurant chains. The leases generally
are  triple-net  leases,  with  the  lessees  responsible  for all  repairs  and
maintenance,  property taxes, insurance and utilities.  As of March 31, 2004 and
2003, the Partnership owned 14 Properties directly and six Properties indirectly
through joint venture or tenancy in common arrangements.

Capital Resources

         Net cash provided by operating activities was $285,841 and $235,256 for
the quarters  ended March 31, 2004 and 2003,  respectively.  The increase in net
cash provided by operating  activities  during the quarter ended March 31, 2004,
was a result of changes in the Partnership's working capital, such as the timing
of  transactions  relating to the collection of  receivables  and the payment of
expenses.

         At March  31,  2004,  the  Partnership  had  $700,737  in cash and cash
equivalents,  as compared to $771,278 at December 31,  2003.  At March 31, 2004,
these funds were held in demand deposit accounts at a commercial bank. The funds
remaining  at March 31,  2004,  after the  payment  of  distributions  and other
liabilities, will be used to meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general  partners  believe  that the leases will  generate  net 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,  and for the
quarter  ended  March  31,  2003,  the net sales  proceeds  from the sale of the
Property in Fayetteville, North Carolina, the Partnership declared distributions
to limited  partners of $351,563 and  $701,563 for the quarters  ended March 31,
2004 and 2003,  respectively.  This represents distributions of $7.03 and $14.03
per  unit  for the  quarters  ended  March  31,  2004  and  2003,  respectively.
Distributions   for  the  quarter  ended  March  31,  2003  included  a  special
distribution  of  $350,000  as a result  of the  distribution  of the net  sales
proceeds  from the 2003 sale of the Property in  Fayetteville,  North  Carolina.
This special  distribution  was effectively a return of a portion of the limited
partners' investment, although, in accordance with the Partnership agreement, it
was applied to the limited  partners' unpaid cumulative 10% Preferred Return. As
a result of the sales of the Properties during previous years, the Partnership's
total  revenue  was reduced  and is  expected  to remain  reduced in  subsequent
periods, while the majority of the Partnership's operating expenses remained and
are expected to remain  fixed.  Due to the sales of  Properties  and current and
anticipated  future cash from  operations,  distributions  of net cash flow were
adjusted  commencing  during the quarter ended March 31, 2003. 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.
<PAGE>

         Total liabilities,  including  distributions  payable, were $642,172 at
March 31,  2004,  as compared to $624,766  at  December  31,  2003.  The general
partners  believe that the  Partnership  has sufficient cash on hand to meet its
current working capital needs.

Long-Term Liquidity

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

Results of Operations

         Rental  revenues  from  continuing   operations  remained  constant  at
$257,652  during each of the quarters  ended March 31, 2004 and 2003 because the
change in the leased Property portfolio related to a Property that was accounted
for as discontinued operations.

         The Partnership also earned $17,682 in contingent  rental income during
the quarter ended March 31, 2004, as compared to $23,363  during the same period
of 2003.

         The  Partnership  earned $52,378  attributable  to net income earned by
unconsolidated  joint  ventures  during the  quarter  ended March 31,  2004,  as
compared  to $53,401  during the same  period of 2003.  These  amounts  remained
constant,  because there were no changes in the leased Property  portfolio owned
by the joint ventures and the tenancies in common.

         Operating expenses,  including  depreciation and amortization  expense,
were  $119,272  during the quarter ended March 31, 2004, as compared to $109,033
during  the same  period of 2003.  Operating  expenses  were  higher  during the
quarter  ended March 31, 2004,  as compared to the same period of 2003,  because
the  Partnership   incurred  additional  general  operating  and  administrative
expenses, including legal fees, and additional state taxes relating to states in
which the Partnership conducts business.

         The  Partnership   recognized  a  loss  from  discontinued   operations
(property  related  expenses in excess of rental  revenue) of $4,123  during the
quarter ended March 31, 2003,  relating to the Property in  Fayetteville,  North
Carolina.  The  Partnership  sold this  Property in February 2003 and recorded a
gain on  disposal  of  discontinued  operations  of  approximately  $2,200.  The
Partnership  had recorded  provisions for write-down of assets in previous years
relating to this Property.

         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.  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. The  Partnership  was not the primary  beneficiary of a variable  interest
entity at the time of adoption of FIN 46R,  therefore the adoption had no effect
on the balance sheet, partners' capital or net income.
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

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

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




<PAGE>


                           PART II. OTHER INFORMATION


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

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

Item 3.       Defaults 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    Certificate of Limited Partnership of CNL Income Fund
                           III, Ltd. (Included as Exhibit 3.1 to Amendment No. 1
                           to the  Registration  Statement No.  33-15374 on Form
                           S-11 and incorporated herein by reference.)

                    3.2    Amended and Restated  Agreement  and  Certificate  of
                           Limited  Partnership  of CNL  Income  Fund III,  Ltd.
                           (Included  as Exhibit 3.2 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 5, 1993,
                           and incorporated herein by reference.)

                    4.1    Certificate of Limited Partnership of CNL Income Fund
                           III, Ltd. (Included as Exhibit 4.1 to Amendment No. 1
                           to  Registration  Statement No. 33-15374 on Form S-11
                           and incorporated herein by reference.)

                    4.2    Amended and Restated  Agreement  and  Certificate  of
                           Limited  Partnership  of CNL  Income  Fund III,  Ltd.
                           (Included  as Exhibit 3.2 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 5, 1993,
                           and incorporated herein by reference.)

                    10.1   Property Management Agreement between CNL Income Fund
                           III, Ltd. and CNL  Investment  Company.  (Included as
                           Exhibit  10.1 to Form 10-K filed with the  Securities
                           and  Exchange   Commission  on  April  5,  1993,  and
                           incorporated herein by reference.)

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

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

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

                    10.5   Assignment  of  Management  Agreement  from  CNL  APF
                           Partners, LP to CNL Restaurants XVIII, Inc. (Included
                           as   Exhibit   10.5  to  Form  10-Q  filed  with  the
                           Securities  and  Exchange  Commission  on August  14,
                           2002, and incorporated herein by reference.)


<PAGE>



                    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 of 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 7th day of May, 2004.


                                  CNL INCOME FUND III, LTD.

                                  By:    CNL REALTY CORPORATION
                                         General Partner


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


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




<PAGE>




                                  EXHIBIT INDEX


Exhibit Number


               (c)  Exhibits

                    3.1    Certificate of Limited Partnership of CNL Income Fund
                           III, Ltd. (Included as Exhibit 3.1 to Amendment No. 1
                           to the  Registration  Statement No.  33-15374 on Form
                           S-11 and incorporated herein by reference.)

                    3.2    Amended and Restated  Agreement  and  Certificate  of
                           Limited  Partnership  of CNL  Income  Fund III,  Ltd.
                           (Included  as Exhibit 3.2 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 5, 1993,
                           and incorporated herein by reference.)

                    4.1    Certificate of Limited Partnership of CNL Income Fund
                           III, Ltd. (Included as Exhibit 4.1 to Amendment No. 1
                           to  Registration  Statement No. 33-15374 on Form S-11
                           and incorporated herein by reference.)

                    4.2    Amended and Restated  Agreement  and  Certificate  of
                           Limited  Partnership  of CNL  Income  Fund III,  Ltd.
                           (Included  as Exhibit 3.2 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 5, 1993,
                           and incorporated herein by reference.)

                    10.1   Property Management Agreement between CNL Income Fund
                           III, Ltd. and CNL  Investment  Company.  (Included as
                           Exhibit  10.1 to Form 10-K filed with the  Securities
                           and  Exchange   Commission  on  April  5,  1993,  and
                           incorporated herein by reference.)

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

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

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

                    10.5   Assignment  of  Management  Agreement  from  CNL  APF
                           Partners, LP to CNL Restaurants XVIII, Inc. (Included
                           as   Exhibit   10.5  to  Form  10-Q  filed  with  the
                           Securities  and  Exchange  Commission  on August  14,
                           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.)


<PAGE>





                                  EXHIBIT 31.1




<PAGE>




                                  EXHIBIT 31.2




<PAGE>




                                  EXHIBIT 32.1



<PAGE>






                                  EXHIBIT 32.2