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, 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)
<TABLE>
<CAPTION>


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

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


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

</TABLE>

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

                  Condensed Statements of Income

                  Condensed Statements of Partners' Capital

                  Condensed Statements of Cash Flows

                  Notes to Condensed Financial Statements

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

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk
Part II

   Other Information


<PAGE>




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

<TABLE>
<CAPTION>


                                                                              March 31,              December 31,
                                                                                 2000                    1999
<S> <C>                                                                          -------------------     -------------------
                               ASSETS

   Landand  buildings on operating  leases,  less  accumulated  depreciation  of
       $2,487,322  and  $2,383,986,  respectively,  and  allowance  for  loss on
       building of
       $297,885 in 2000 and 1999                                                $ 22,059,490            $ 22,162,826
   Net investment in direct financing leases                                       7,018,717               7,042,118
   Investment in joint ventures                                                    2,443,241               2,445,549
   Cash and cash equivalents                                                         964,790                 945,802
   Receivables, less allowance for doubtful
       accounts of $26,232 in 2000                                                    57,774                 135,432
   Prepaid expenses                                                                    8,712                  15,963
   Lease costs, less accumulated
       amortization of $2,240 and $1,789, respectively                                33,510                  33,961
   Accrued rental income                                                           1,600,203               1,555,610
                                                                          -------------------     -------------------

                                                                                $ 34,186,437            $ 34,337,261
                                                                          ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                               $   69,064              $  144,227
   Accrued construction costs                                                        194,743                 194,743
   Escrowed real estate taxes payable                                                  7,483                   2,176
   Distributions payable                                                             850,002                 850,002
   Due to related parties                                                             96,426                  69,234
   Rents paid in advance and deposits                                                102,220                  46,319
                                                                          -------------------     -------------------
       Total liabilities                                                           1,319,938               1,306,701

   Partners' capital                                                              32,866,499              33,030,560
                                                                          -------------------     -------------------

                                                                                $ 34,186,437            $ 34,337,261
                                                                          ===================     ===================
</TABLE>






<PAGE>


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


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2000              1999
<S> <C>                                                                           ---------------    --------------
Revenues:
    Rental income from operating leases                                         $ 610,520         $ 596,445
    Earned income from direct financing leases                                    188,705           192,950
    Contingent rental income                                                       39,866            40,605
    Interest and other income                                                      29,543             6,768
                                                                           ---------------    --------------
                                                                                  868,634           836,768
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           45,072            41,519
    Bad debt expense                                                                2,584                --
    Professional services                                                          15,817            12,039
    Management fees to related parties                                              8,772             8,596
    Real estate taxes                                                                  --             8,340
    State and other taxes                                                          21,347            21,476
    Depreciation and amortization                                                 103,846           103,841
    Transaction costs                                                              43,483            33,181
                                                                           ---------------    --------------
                                                                                  240,921           228,992
                                                                           ---------------    --------------

Income Before Equity in Earnings of Joint Ventures                                627,713           607,776

Equity in Earnings of Joint Ventures                                               58,228            60,227
                                                                           ---------------    --------------
                                                                           ---------------    --------------

Net Income                                                                      $ 685,941         $ 668,003
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                            $   6,859         $   6,680
    Limited partners                                                              679,082           661,323
                                                                           ---------------    --------------

                                                                                $ 685,941         $ 668,003
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.17          $   0.17
                                                                           ===============    ==============

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

</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2000                  1999
                                                                           -------------------    ------------------
<S> <C>
General partners:
    Beginning balance                                                             $   191,934            $  163,874
    Net income                                                                          6,859                28,060
                                                                           -------------------    ------------------
                                                                                      198,793               191,934
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              32,838,626            33,585,529
    Net income                                                                        679,082             2,653,105
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                                           (850,002 )          (3,400,008 )
                                                                           -------------------    ------------------
                                                                                   32,667,706            32,838,626
                                                                           -------------------    ------------------

Total partners' capital                                                          $ 32,866,499          $ 33,030,560
                                                                           ===================    ==================

</TABLE>



<PAGE>


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


                                                                                  Quarter Ended
                                                                                    March 31,
                                                                              2000              1999
                                                                  ---------------    --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                 $ 868,990         $ 788,735
                                                                         ---------------    --------------

    Cash Flows from Investing Activities:
       Payment of lease costs                                                        --           (17,875 )
                                                                         ---------------    --------------
              Net cash used in investing activities                                  --           (17,875 )
                                                                         ---------------    --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (850,002 )        (850,002 )
                                                                         ---------------    --------------
              Net cash used in financing activities                            (850,002 )        (850,002 )
                                                                         ---------------    --------------

Net Increase (Decrease) in Cash and Cash Equivalents                             18,988           (79,142 )

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

Cash and Cash Equivalents at End of Quarter                                   $ 964,790         $ 687,717
                                                                         ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

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

</TABLE>




<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 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 ended March 31, 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.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual  lessees,  each  representing  more than ten  percent of the
         Partnership's   total   rental  and  earned   income   (including   the
         Partnership's  share of total  rental  and  earned  income  from  joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general  partners) for at least one of the quarters  ended March
         31:

                                                     2000               1999
                                                --------------- ---------------

           Flagstar Enterprises, Inc.                 $161,328         $162,021
           Golden Corral Corporation                   133,417          130,435
           Long John Silver's, Inc.                    102,467          105,362
           Checkers Drive-In Restaurants, Inc.          90,866           91,622
           Foodmaker, Inc.                                 N/A          113,223



<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2000 and 1999

2.       Concentration of Credit Risk-Continued:

         In addition,  the following  schedule  presents total rental and earned
         income from individual  restaurant chains,  each representing more than
         ten  percent  of the  Partnership's  total  rental  and  earned  income
         (including  the  Partnership's  share of total rental and earned income
         from joint ventures and the properties held as  tenants-in-common  with
         affiliates  of the general  partners)  for at least one of the quarters
         ended March 31:

                                                  2000               1999
                                            ---------------    ----------------


           Hardee's                              $ 161,328           $ 162,021
           Golden Corral Family
                Steakhouse Restaurants
                                                   133,417             130,435
           Long John Silver's                      102,467             105,362
           Burger King                             101,595             100,140
           Checkers Drive-In Restaurants            90,866              91,622
           Jack in the Box                             N/A             113,223


         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the  tenant or the chain  did not  represent  more than ten
         percent of the Partnership's total rental and earned income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.

3.       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.



<PAGE>



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 March
31, 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 as tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 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 $868,990 and
$788,735  for the  quarters  ended  March 31, 2000 and 1999,  respectively.  The
increase in cash from  operations  for the  quarter  ended  March 31,  2000,  as
compared to the quarter ended March 31, 1999,  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,  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 March 31, 2000,  the  Partnership  had  $964,790  invested in such
short-term investments,  as compared to $945,802 at December 31, 1999. The funds
remaining  at March 31,  2000,  after the  payment  of  distributions  and other
liabilities,  will be used to meet the  Partnership's  working capital and other
needs.

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 and future  anticipated cash from  operations,  the Partnership
declared  distributions  to the limited  partners  of  $850,002  for each of the
quarters ended March 31, 2000 and 1999. This represents  distributions  of $0.21
per unit for each applicable  quarter. No distributions were made to the general
partners for the quarters ended March 31, 2000 and 1999. No amounts  distributed
to the  limited  partners  for the  quarters  ended  March 31, 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.

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,319,938 at March 31, 2000, from $1,306,701 at December 31, 1999,
primarily as a result of an increase in rents paid in advance at March 31, 2000.
Liabilities  at  March  31,  2000,  to the  extent  they  exceed  cash  and cash
equivalents at March 31, 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.

Long-Term Liquidity

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

Results of Operations

         During the quarter  ended March 31,  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 quarter  ended March 31,  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 quarters ended March 31, 2000 and 1999, the Partnership  earned $799,225 and
$789,395, respectively, in rental income from operating leases and earned income
from direct financing leases from these Properties. In 1998, Long John Silver's,
Inc. filed for  bankruptcy,  rejected the leases  relating to three of the eight
Properties  it leased and ceased making  rental  payments on the three  rejected
leases.  During 1998, the Partnership  re-leased two of these  Properties to new
tenants,  one of which rent commenced in 1998 and 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,  rental and earned income increased during the quarter
ended  March 31,  2000,  as compared to the  quarter  ended March 31,  1999,  by
approximately  $51,800  due to the  Partnership  re-leasing  two of these  three
Properties to new tenants  subsequent  to March 31, 1999.  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 quarter  ended March 31,  2000,  as compared to the quarter  ended March 31,
1999,  by  approximately  $7,600  due to the  Partnership  receiving  bankruptcy
proceeds  relating to the three rejected lease  Properties,  as described above,
during the quarter ended March 31, 2000.

         The increase in rental and earned income during the quarter ended March
31, 2000, as compared to the quarter ended March 31, 1999, was partially  offset
by a reduction in rental and earned income of approximately  $24,600 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 due to the fact that during
the quarter ended March 31, 2000,  the  Partnership  increased its allowance for
doubtful accounts for past due rental amounts relating to several  Properties in
accordance with Partnership's  policy. No such allowance was recorded during the
quarter  ended March 31,  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.

         During the quarters ended March 31, 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 quarters ended March 31,
2000 and  1999,  the  Partnership  earned  $58,228  and  $60,227,  respectively,
attributable to the net income earned by these joint ventures.

         During the quarter  ended  march 31,  2000,  four of the  Partnership's
lessees,  Flagstar  Enterprises,  Inc., Long John Silver's,  Inc., Golden Corral
Corporation,  and Checkers  Drive-In  Restaurants each contributed more than ten
percent of the  Partnership's  total rental income  (including the Partnership's
share of rental income from  Properties  owned by joint  ventures and Properties
owned with  affiliates  of the  general  partners as  tenants-in-common).  It is
anticipated  that based on the minimum rental  payments  required by the leases,
these four  lessees  will  continue to  contribute  more than ten percent if the
Partnership's  total rental and earned  income  during the remainder of 2000. In
addition,  during the quarter ended March 31, 2000 five restaurant chains,  Long
John  Silver's,  Hardee's,  Golden  Corral,  Checkers,  and  Burger  King,  each
accounted  for more than ten percent of the  Partnership's  total rental  income
(including the  Partnership's  share of rental income from  Properties  owned by
joint ventures and Properties owned with affiliates as tenants-in-common). It is
anticipated that these five restaurant  chains will continue to account for more
than ten percent of the total rental  income under the terms of its leases.  Any
failure of these  lessees  or  Restaurant  Chains  could  materially  affect the
Partnership's  income if the  Partnership is not able to re-lease the Properties
in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were  $240,921  and  $228,992  for the  quarters  ended March 31, 2000 and 1999,
respectively.  The increase in operating expenses during the quarter ended March
31, 2000,  as compared to the quarter  ended March 31, 1999 was primarily due to
the fact that the  Partnership  incurred  $43,483 and $33,181,  respectively  in
transaction costs relating 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."

Termination of Merger

         On March 1, 2000,  the  general  partners  and 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.


<PAGE>



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 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 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK.

         Not applicable.


<PAGE>


                           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 are seeking  unspecified
           damages and equitable  relief. On July 8, 1999, the plaintiffs
           filed an amended  complaint which, in addition to naming three
           additional  plaintiffs,  includes  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 seeks additional  equitable relief. As amended,
           the caption of the case is 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 is seeking
           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)        A Current  Report on Form 8-K dated February 23, 2000
                           was filed on March 1, 2000 describing the termination
                           of the proposed  merger of the  Partnership  with and
                           into a subsidiary  of CNL American  Properties  Fund,
                           Inc.

<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 10th day of May, 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)