EXHIBIT 31
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          CERTIFICATIONS PURSUANT TO RULE 13a-14(a)/15d-14(a)
               OF THE SECURITIES AND EXCHANGE COMMISSION
          ---------------------------------------------------

I, H. Rigel Barber, certify that:

1.   I have reviewed this report on Form 10-Q for the period ending
     September 30, 2003, of Carlyle Real Estate Limited Partnership -
     XIII;

2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in
     this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
     registrant and have:

     a)    Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed under
           our supervision, to ensure that material information relating
           to the registrant, including its consolidated subsidiaries, is
           made known to us by others within those entities, particularly
           during the period in which this report is being prepared;

     b)    Evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this
           report based on such evaluation; and

     c)    Disclosed in this report any change in the registrant's
           internal control over financial reporting that occurred during
           the registrant's most recent fiscal quarter (the registrant's
           fourth fiscal quarter in the case of an annual report) that has
           materially affected, or is reasonably likely to materially
           affect, the registrant's internal control over financial
           reporting; and

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons
     performing the equivalent functions):

     a)    All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial
           reporting which are reasonably likely to adversely affect the
           registrant's ability to record, process, summarize and report
           financial information; and

     b)    Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal control over financial reporting.

Date:November 14, 2003

                            /s/ H. Rigel Barber
                            ----------------------------
                            Principal Executive Officer


<PAGE>



I, Gailen J. Hull, certify that:

1.   I have reviewed this report on Form 10-Q for the period ending
     September 30, 2003, of Carlyle Real Estate Limited Partnership -
     XIII;

2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in
     this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
     registrant and have:

     a)    Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed under
           our supervision, to ensure that material information relating
           to the registrant, including its consolidated subsidiaries, is
           made known to us by others within those entities, particularly
           during the period in which this report is being prepared;

     b)    Evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this
           report based on such evaluation; and

     c)    Disclosed in this report any change in the registrant's
           internal control over financial reporting that occurred during
           the registrant's most recent fiscal quarter (the registrant's
           fourth fiscal quarter in the case of an annual report) that has
           materially affected, or is reasonably likely to materially
           affect, the registrant's internal control over financial
           reporting; and

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons
     performing the equivalent functions):

     a)    All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial
           reporting which are reasonably likely to adversely affect the
           registrant's ability to record, process, summarize and report
           financial information; and

     b)    Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal control over financial reporting.

Date:November 14, 2003

                            /s/ Gailen J. Hull
                            ----------------------------
                            Principal Accounting Officer