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 June 30, 2000
   --------------------------------------------------------------------------

                                       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
                                     0-23968
                     ---------------------------------------


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


                 Florida                                       59-3143094
-----------------------------------------------   ------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


450 South Orange Avenue
Orlando, Florida                                               32801-3336
-----------------------------------------------   ------------------------------
(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 _________




                                    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

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      6-10

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                       10

Part II

   Other Information                                                      11-13


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

<CAPTION>

                                                                               June 30,              December 31,
                                                                                 2000                    1999
                                                                          -------------------     -------------------
<S><C>
                               ASSETS

   Land and  buildings on operating  leases, less accumulated
       depreciation  of $2,556,026 and $2,383,986, respectively,
       and allowance for loss on building of $297,885 in 1999                   $ 21,350,832            $ 22,162,826
   Net investment in direct financing leases                                       7,504,058               7,042,118
   Investment in joint ventures                                                    2,444,247               2,445,549
   Cash and cash equivalents                                                         778,550                 945,802
   Receivables, less allowance for doubtful
       accounts of $43,185 in 2000                                                    93,463                 135,432
   Prepaid expenses                                                                   27,155                  15,963
   Lease costs, less accumulated
       amortization of $2,691 and $1,789, respectively                                33,059                  33,961
   Accrued rental income                                                           1,644,795               1,555,610
                                                                          -------------------     -------------------

                                                                                $ 33,876,159            $ 34,337,261
                                                                          ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                               $   66,571              $  144,227
   Accrued construction costs                                                             --                 194,743
   Accrued and escrowed real estate taxes payable                                      7,415                   2,176
   Distributions payable                                                             850,002                 850,002
   Due to related parties                                                            142,720                  69,234
   Rents paid in advance and deposits                                                 64,362                  46,319
                                                                          -------------------     -------------------
       Total liabilities                                                           1,131,070               1,306,701

   Partners' capital                                                              32,745,089              33,030,560
                                                                          -------------------     -------------------

                                                                                $ 33,876,159            $ 34,337,261
                                                                          ===================     ===================

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




                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>

<CAPTION>



                                                                  Quarter Ended                    Six Months Ended
                                                                     June 30,                          June 30,
                                                              2000             1999             2000              1999
                                                           ------------     ------------     ------------     -------------
<S><C>
Revenues:
    Rental income from operating leases                      $ 573,356        $ 600,198       $1,183,876        $1,196,643
    Earned income from direct financing leases                 210,568          196,996          399,273           389,946
    Contingent rental income                                    63,906           69,638          103,772           110,243
    Interest and other income                                      316            6,225           29,859            12,993
                                                           ------------     ------------     ------------     -------------
                                                               848,146          873,057        1,716,780         1,709,825
                                                           ------------     ------------     ------------     -------------

Expenses:
    General operating and administrative                        50,725           33,055           95,797            74,574
    Professional services                                        4,581            8,954           20,398            20,993
    Bad debt expense                                                --              615            2,584               615
    Management fees to related party                             9,023            9,181           17,795            17,777
    Real estate taxes                                            5,439            4,979            5,439            13,319
    State and other taxes                                          383               --           21,730            21,476
    Depreciation and amortization                               86,947           96,830          190,793           200,671
    Transaction costs                                           27,206           80,702           70,689           113,883
                                                           ------------     ------------     ------------     -------------
                                                               184,304          234,316          425,225           463,308
                                                           ------------     ------------     ------------     -------------

Income Before Equity in Earnings of Joint
    Ventures and Loss on Demolition of Building                663,842          638,741        1,291,555         1,246,517

Equity in Earnings of Joint Ventures                            64,750           60,327          122,978           120,554

Loss on Demolition of Building                                      --         (352,285 )             --          (352,285 )
                                                           ------------     ------------     ------------     -------------

Net Income                                                   $ 728,592        $ 346,783       $1,414,533        $1,014,786
                                                           ============     ============     ============     =============

Allocation of Net Income:
    General partners                                         $   7,286        $   5,348       $   14,145          $ 12,028
    Limited partners                                           721,306          341,435        1,400,388         1,002,758
                                                           ------------     ------------     ------------     -------------

                                                             $ 728,592        $ 346,783       $1,414,533        $1,014,786
                                                           ============     ============     ============     =============

Net Income Per Limited Partner Unit                          $    0.18        $    0.09       $     0.35          $   0.25
                                                           ============     ============     ============     =============

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

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




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

<TABLE>

<CAPTION>

                                                           Six Months Ended            Year Ended
                                                               June 30,               December 31,
                                                                 2000                     1999
                                                        -----------------------     ------------------
<S><C>

General partners:
    Beginning balance                                            $     191,934            $   163,874
    Net income                                                          14,145                 28,060
                                                        -----------------------     ------------------
                                                                       206,079                191,934
                                                        -----------------------     ------------------

Limited partners:
    Beginning balance                                               32,838,626             33,585,529
    Net income                                                       1,400,388              2,653,105
    Distributions ($0.43 and $0.85 per
       limited partner unit, respectively)                          (1,700,004 )           (3,400,008 )
                                                        -----------------------     ------------------
                                                                    32,539,010             32,838,626
                                                        -----------------------     ------------------

Total partners' capital                                         $   32,745,089           $ 33,030,560
                                                        =======================     ==================


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



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

<TABLE>

<CAPTION>


                                                                                  Six Months Ended
                                                                                      June 30,
                                                                              2000                 1999
                                                                         ----------------     ---------------

<S><C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                $ 1,620,349          $1,633,260
                                                                         ----------------     ---------------

    Cash Flows from Investing Activities:
       Additions to land and building on operating lease                         (87,597 )                --
       Payment of lease costs                                                         --             (17,875 )
                                                                         ----------------     ---------------
          Net cash used in investing activities                                  (87,597 )           (17,875 )
                                                                         ----------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                      (1,700,004 )        (1,700,004 )
                                                                         ----------------     ---------------
              Net cash used in financing activities                           (1,700,004 )        (1,700,004 )
                                                                         ----------------     ---------------

Net Decrease in Cash and Cash Equivalents                                       (167,252 )           (84,619 )

Cash and Cash Equivalents at Beginning of Period                                 945,802             766,859
                                                                         ----------------     ---------------

Cash and Cash Equivalents at End of Period                                   $   778,550         $   682,240
                                                                         ================     ===============

Supplemental Schedule of Non-Cash Investing
    and Financing Activities:

       Construction costs incurred and unpaid at end of
          period                                                             $        --         $  600,000
                                                                         ================     ===============

       Distributions declared and unpaid at end of
          period                                                             $    850,002        $  850,002
                                                                         ================     ===============

            See accompanying notes to condensed financial statements.

</TABLE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2000 and 1999


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 and six months ended June 30, 2000,  may not be  indicative
         of the results  that may be expected  for the year ending  December 31,
         2000.  Amounts as of  December  31,  1999,  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 XIII, Ltd. (the  "Partnership") for the year ended December
         31, 1999.

2.       Land and Buildings on Operating Leases:

         In May 1999, the Partnership  entered into a new lease for the property
         in  Philadelphia,  Pennsylvania,  with  a new  tenant  to  operate  the
         property  as  an  Arby's  restaurant.   In  connection  therewith,  the
         Partnership  funded a total of  approximately  $325,900  in  renovation
         costs, of which  approximately  $87,600 was incurred during the quarter
         and  six  months  ended  June  30,  2000.  The  portion  of  the  lease
         attributable to the building portion of the property is classified as a
         direct financing lease (see Note 3).

3.       Net Investment in Direct Financing Leases:

         In  connection  with the new lease for the  property  in  Philadelphia,
         Pennsylvania,  and  in  accordance  with  the  Statement  of  Financial
         Accounting  Standards No. 13,  "Accounting for Leases," the Partnership
         recorded the portion of the lease  relating to the building  portion of
         the property a direct financing lease (see Note 2).

4.       Termination of Merger:

         On March 1, 2000,  the general  partners  and CNL  American  Properties
         Fund, Inc.  ("APF") mutually agreed to terminate the Agreement and Plan
         of  Merger  entered  into in  March  1999.  The  general  partners  are
         continuing  to evaluate  strategic  alternatives  for the  Partnership,
         including alternatives to provide liquidity to the limited partners.


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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  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 generally  responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
2000,  the  Partnership  owned 46 Properties,  which  included  interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
three   Properties   owned  with   affiliates   of  the   general   partners  as
tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2000 and 1999 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 $1,620,349 and
$1,633,260  for the six months ended June 30, 2000 and 1999,  respectively.  The
decrease in cash from  operations  for the six months  ended June 30,  2000,  as
compared  to the six  months  ended June 30,  1999,  was  primarily  a result of
changes in the Partnership's working capital.

         Other  sources  and uses of  capital  included  the  following  for the
quarter and six months ended June 30, 2000.

         In May 1999, the Partnership  entered into a new lease for the Property
in Philadelphia,  Pennsylvania with the new tenant to operate the Property as an
Arby's  restaurant.  In connection with the new lease, the Partnership  funded a
total of  approximately  $325,900 in renovation  costs,  of which  approximately
$87,600 was incurred during the quarter and six months ended June 30, 2000.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments, such as
demand deposit accounts at commercial  banks,  certificates of deposit and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership  expenses or to make  distributions  to the
partners.  At June 30,  2000,  the  Partnership  had  $778,550  invested in such
short-term  investments,  as compared to $945,802 at December 31, 1999. Cash and
cash equivalents  decreased during the six months ended June 30, 2000, primarily
as a  result  of  the  fact  that  the  Partnership  paid  renovation  costs  of
approximately  $87,600 during the quarter and six months ended June 30, 2000, as
described  above.  The funds  remaining  at June 30,  2000,  will be used to pay
distributions and other liabilities.

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.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,131,070 at June 30, 2000,  from $1,306,701 at December 31, 1999.
The decrease was  primarily a result of the fact that during the quarter and six
months ended June 30, 2000, the Partnership  funded amounts  previously  accrued
for  construction  costs.  The decrease was  partially  offset by an increase in
amounts due to related  parties at June 30,  2000,  as compared to December  31,
1999.  Liabilities  at June 30,  2000,  to the extent  they exceed cash and cash
equivalents at June 30, 2000, will be paid from future cash from operations,  or
in the event the general partners elect to make capital  contributions or loans,
from future general partner contributions or loans.

         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 future  anticipated cash from  operations,  the Partnership
declared distributions to the limited partners of $1,700,004 for each of the six
months ended June 30, 2000 an 1999 ($850,002 for each applicable quarter).  This
represents distributions of $0.43 per unit for each applicable six months ($0.21
per unit for each applicable quarter). No distributions were made to the general
partners  for the  quarters  and six  months  ended June 30,  2000 and 1999.  No
amounts  distributed  to the limited  partners  for the  quarters and six months
ended  June 30,  2000 and 1999 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.

Long-Term Liquidity

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

Results of Operations

         During the six months ended June 30, 1999,  the  Partnership  owned and
leased 42 wholly owned Properties (which included one Property in Houston, Texas
which was sold in July 1999) and during the six months ended June 30, 2000,  the
Partnership  owned  and  leased 41  wholly  owned  Properties  to  operators  of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the six months ended June 30, 2000 and 1999, the Partnership  earned  $1,583,149
and $1,586,589,  respectively, in rental income from operating leases and earned
income from direct financing leases from these Properties, $783,924 and $797,194
of  which  was  earned  during  the  quarters  ended  June 30,  2000  and  1999,
respectively.  During  the  six  months  ended  June  30,  2000  and  1999,  the
partnership  also earned  $103,772 and  $110,243,  respectively,  in  contingent
rental income, $63,906 and $69,638 of which was earned during the quarters ended
June 30, 2000 and 1999, respectively.  Rental and earned income decreased during
the quarter and six months ended June 30,  2000,  as compared to the quarter and
six  months  ended  June  30,  1999,  by  approximately   $24,600  and  $49,100,
respectively, as a result of the sale of the Property in Houston, Texas, in July
1999. In addition,  rental and earned income decreased by approximately  $21,000
during the six months ended June 30, 2000, due to the fact that the  Partnership
increased  its  allowance  for  doubtful  accounts  for past due rental  amounts
relating to its  Properties  in Mesa and Peoria,  Arizona,  in  accordance  with
Partnership's policy. No such allowance was recorded during the six months ended
June 30, 1999. The general  partners will continue to pursue  collection of past
due rental amounts  relating to these Properties and will recognize such amounts
as income if collected.

         In addition,  rental and earned income decreased during the quarter and
six months ended June 30, 2000,  as compared to the quarter and six months ended
June 30, 1999, partially as a result of the fact that during the quarter and six
months  ended  June 30,  2000,  the  tenant of the  Property  in Mt.  Airy North
Carolina  defaulted under the terms of its lease and discontinued  operations of
the  restaurant.  As a result,  the  Partnership  established  an allowance  for
doubtful  accounts of  approximately  $16,500 for past due rental  amounts.  The
general  partners will continue to pursue  collection of rental amounts relating
to this Property and will recognize such amounts as income if collected.

         In 1998, Long John Silver's,  Inc. filed for  bankruptcy,  rejected the
leases relating to three of the eight Properties and discontinued  making rental
payments on the three rejected  leases.  During 1998, the Partnership  re-leased
two of the  Properties to new tenants,  for one of which rent  commenced in 1998
and for one of which rent commenced in June 1999. In addition,  in May 1999, the
Partnership  re-leased  the  remaining  vacant  Property  to a  new  tenant  and
renovated the Property into an Arby's  restaurant.  As a result, the decrease in
rental and earned  income during the quarter and six months ended June 30, 2000,
as compared to the quarter and six months  ended June 30,  1999,  was  partially
offset by an increase in rental and earned income of  approximately  $34,900 and
$86,300,  respectively.  In August 1999,  Long John Silver's,  Inc.  assumed and
affirmed its five remaining leases with the Partnership, and the Partnership has
continued to receive rental payments  relating to these five leases.  Rental and
earned  income also  increased  during the six months  ended June 30,  2000,  as
compared to the six months ended June 30, 1999, by  approximately  $7,500 due to
the Partnership  receiving  bankruptcy proceeds relating to the three Properties
whose leases were rejected, as described above.

         During the six months  ended June 30,  2000 and 1999,  the  Partnership
also  owned  and  leased  two  Properties   indirectly   through  joint  venture
arrangements  and three  Properties with  affiliates of the general  partners as
tenants-in-common. In connection therewith, during the six months ended June 30,
2000 and 1999,  the  Partnership  earned  $122,978 and  $120,554,  respectively,
attributable  to the net  income  earned by these  joint  ventures  $64,750  and
$60,327 of which was earned  during the  quarters  ended June 30, 2000 and 1999,
respectively.

         Operating expenses,  including  depreciation and amortization  expense,
were  $425,225  and  $463,308  for the six months  ended June 30, 2000 and 1999,
respectively,  of which  $184,304  and $234,316  were  incurred for the quarters
ended June 30, 2000 and 1999,  respectively.  The decrease in operating expenses
during the  quarter  and six months  ended June 30,  2000,  as  compared  to the
quarter and six months ended June 30, 1999,  was partially  attributable  to the
fact that the Partnership incurred less transaction costs related to the general
partners retaining financial and legal advisors to assist them in evaluating and
negotiating the proposed merger with CNL American  Properties Fund, Inc. ("APF")
due  to  the  termination  of  the  proposed  merger,   as  described  below  in
"Termination  of Merger." The  decrease  during the quarter and six months ended
June 30, 2000 was also  partially  attributable  to a decrease  in  depreciation
expense as a result of the sale of a Property in July 1999.

         In addition,  operating expenses were higher during the quarter and six
months ended June 30, 1999 due to the  Partnership  incurring  insurance,  legal
fees and real estate tax expenses as a result of Long John Silver's, Inc. filing
for  bankruptcy  and rejecting the leases  relating to three  Properties in June
1998, as described  above. As of June 30, 1999, the Partnership had entered into
new leases with new tenants for each of the  Properties  and in accordance  with
each lease  agreement,  the new tenant is  responsible  for real  estate  taxes,
insurance and maintenance relating to each Property.

         The  decrease in operating  expenses  during the quarter and six months
ended June 30,  2000,  as compared to the quarter and six months  ended June 30,
1999,  was partially  offset by an increase in (i)  administrative  expenses for
servicing the  Partnership  and its  Properties and (ii) real estate tax expense
due to the default by the tenant of the Property in Mt. Airy, North Carolina, as
described above.

         During the quarter and six months ended June 30, 1999, the  Partnership
entered  into  a  new  lease  for  its  Property  in  Tampa,   Florida,  with  a
Steak-n-Shake operator. In connection with the new lease, the Partnership agreed
to renovate the Property;  therefore,  the old building  located on the Property
was removed.  As a result, the Partnership  removed the remaining  undepreciated
cost of the  building  from its  accounts  resulting  in a loss of $352,285  for
financial reporting purposes.

Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
terminate the Agreement and Plan of Merger (the "Merger")  entered into in March
1999. The general partners are continuing to evaluate strategic alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.

Dismissal of Legal Action

         As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999,  two  groups of limited  partners  in several  CNL Income  Funds  filed
purported  class action  suits  against the general  partners and APF  alleging,
among other  things,  that the general  partners  had breached  their  fiduciary
duties  in  connection  with the  proposed  Merger.  These  actions  were  later
consolidated  into one action.  On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice,  with each party
to bear its own costs and attorneys' fees.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.

                  On May 11, 1999,  four limited  partners in several CNL Income
                  Funds served a derivative  and purported  class action lawsuit
                  filed April 22, 1999  against the general  partners and APF in
                  the  Circuit  Court of the Ninth  Judicial  Circuit  of Orange
                  County,  Florida,  alleging that the general partners breached
                  their fiduciary  duties and violated  provisions of certain of
                  the CNL Income Fund partnership  agreements in connection with
                  the proposed merger. The plaintiffs sought unspecified damages
                  and equitable relief. On July 8, 1999, the plaintiffs filed an
                  amended   complaint   which,   in  addition  to  naming  three
                  additional  plaintiffs,  included  allegations  of aiding  and
                  abetting and conspiring to breach fiduciary duties, negligence
                  and  breach  of duty  of good  faith  against  certain  of the
                  defendants and sought additional equitable relief. As amended,
                  the caption of the case was Jon Hale, Mary J. Hewitt,  Charles
                  A. Hewitt,  Gretchen M. Hewitt, Bernard J. Schulte,  Edward M.
                  and Margaret Berol Trust,  and Vicky Berol v. James M. Seneff,
                  Jr.,  Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL
                  American Properties Fund, Inc., Case No. CIO-99-0003561.

                  On June 22,  1999,  a limited  partner of  several  CNL Income
                  Funds served a purported  class action lawsuit filed April 29,
                  1999  against  the  general  partners  and  APF,  Ira  Gaines,
                  individually  and on  behalf of a class of  persons  similarly
                  situated,  v. CNL American  Properties  Fund,  Inc.,  James M.
                  Seneff,  Jr., Robert A. Bourne,  CNL Realty  Corporation,  CNL
                  Fund  Advisors,  Inc.,  CNL  Financial  Corporation  a/k/a CNL
                  Financial Corp., CNL Financial  Services,  Inc. and CNL Group,
                  Inc., Case No. CIO-99-3796,  in the Circuit Court of the Ninth
                  Judicial Circuit of Orange County, Florida,  alleging that the
                  general partners  breached their fiduciary duties and that APF
                  aided  and  abetted  their  breach  of  fiduciary   duties  in
                  connection  with the proposed  merger.  The  plaintiff  sought
                  unspecified damages and equitable relief.

                  On September  23, 1999,  Judge  Lawrence  Kirkwood  entered an
                  order consolidating the two cases under the caption In re: CNL
                  Income Funds  Litigation,  Case No. 99-3561.  Pursuant to this
                  order,  the plaintiffs in these cases filed a consolidated and
                  amended  complaint on November 8, 1999.  On December 22, 1999,
                  the general  partners  and CNL Group,  Inc.  filed  motions to
                  dismiss and motions to strike.  On December 28, 1999,  APF and
                  CNL Fund Advisors,  Inc. filed motions to dismiss. On March 6,
                  2000,  all of the  defendants  filed a Joint  Notice of Filing
                  Form 8-K Reports and Suggestion of Mootness.

                  On April 25, 2000,  Judge Kirkwood  issued a Stipulated  Final
                  Order of  Dismissal of  Consolidated  Action,  dismissing  the
                  action  without  prejudice,  with  each  party to bear its own
                  costs and attorneys' fees.

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 XIII, Ltd.  (Included as Exhibit 3.2
                            to  Registration  Statement No.  33-53672-01 on Form
                            S-11 and incorporated herein by reference.)

                       4.1  Affidavit and Certificate of Limited  Partnership of
                            CNL Income Fund XIII, Ltd.  (Included as Exhibit 3.2
                            to  Registration  Statement No.  33-53672-01 on Form
                            S-11 and incorporated herein by reference.)

                       4.2  Amended   and   Restated    Agreement   of   Limited
                            Partnership of CNL Income Fund XIII, Ltd.  (Included
                            as   Exhibit   4.2  to  Form  10-K  filed  with  the
                            Securities  and  Exchange  Commission  on March  31,
                            1994, incorporated herein by reference.)

                       10.1 Management  Agreement  between CNL Income Fund XIII,
                            Ltd. and CNL Investment Company (Included as Exhibit
                            10.1 to Form  10-K  filed  with the  Securities  and
                            Exchange   Commission   on  March  31,   1994,   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 30,
                            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.)

                       27   Financial Data schedule (Filed herewith.)

                       (b)  No reports on Form 8-K were filed during the quarter
                            ended June 30, 2000.

<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 11th day of August, 2000.


                           By:  CNL INCOME FUND XIII, 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)