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, 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
                                     0-23968
                     ---------------------------------------


                           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
----------------------------------------      ----------------------------------
(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



Part I                                                                     Page


   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                 1

                  Condensed Statements of Income                           2

                  Condensed Statements of Partners' Capital                3

                  Condensed Statements of Cash Flows                       4

                  Notes to Condensed Financial Statements                  5-6

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      7-9

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                     9

   Item 4.   Controls and Procedures                                       9


Part II

   Other Information                                                       10-11

<PAGE>

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

                                                             June 30,               December 31,
                                                               2004                     2003
                                                         ------------------      ------------------
                              ASSETS

  Real estate properties with operating leases, net      $      20,284,505       $      20,484,569
  Net investment in direct financing leases                      4,994,176               5,067,879
  Real estate held for sale                                             --                 577,504
  Investment in joint ventures                                   3,280,846               3,310,368
  Cash and cash equivalents                                      1,773,478               1,123,111
  Receivables, less allowance for doubtful accounts
      of $42,910 and $69,401, respectively                             366                  97,948
  Accrued rental income                                          1,900,497               1,913,104
  Other assets                                                      42,670                  37,310
                                                         ------------------      ------------------

                                                         $      32,276,538       $      32,611,793
                                                         ==================      ==================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                  $          29,629       $          16,519
  Real estate taxes payable                                          6,551                   5,319
  Distributions payable                                            850,002                 850,002
  Due to related parties                                            31,472                  17,178
  Rents paid in advance                                            186,850                 174,627
  Deferred rental income                                            21,318                  22,146
                                                         ------------------      ------------------
      Total liabilities                                          1,125,822               1,085,791

  Partners' capital                                             31,150,716              31,526,002
                                                         ------------------      ------------------

                                                         $      32,276,538       $      32,611,793
                                                         ==================      ==================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       1
<PAGE>

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

                                                             Quarter Ended                   Six Months Ended
                                                               June 30,                          June 30,
                                                          2004             2003             2004             2003
                                                     --------------   --------------   --------------   --------------
  Revenues:
      Rental income from operating leases            $     616,898    $     621,933    $   1,229,761    $   1,244,516
      Earned income from direct financing leases           138,945          138,331          274,545          278,231
      Contingent rental income                              23,610           56,708           53,570           93,788
      Interest and other income                             23,542              597           24,876            1,343
                                                     --------------   --------------   --------------   --------------
                                                           802,995          817,569        1,582,752        1,617,878
                                                     --------------   --------------   --------------   --------------

  Expenses:
      General operating and administrative                 108,453           61,758          207,060          140,956
      Property related                                      31,463            3,512           32,615            4,619
      Management fees to related parties                     8,971            9,431           18,319           18,517
      State and other taxes                                  3,670               --           50,932           56,240
      Depreciation and amortization                        100,146          100,091          200,238          200,182
                                                     --------------   --------------   --------------   --------------
                                                           252,703          174,792          509,164          420,514
                                                     --------------   --------------   --------------   --------------

  Income before equity in earnings of
      unconsolidated joint ventures                        550,292          642,777        1,073,588        1,197,364

  Equity in earnings of unconsolidated joint
      ventures                                              82,319           79,303          163,275          156,545
                                                     --------------   --------------   --------------   --------------

  Income from continuing operations                        632,611          722,080        1,236,863        1,353,909
                                                     --------------   --------------   --------------   --------------

  Discontinued operations:
      Income from discontinued operations                    8,996           13,011           24,193           26,108
      Gain on disposal of discontinued operations           63,662               --           63,662               --
                                                     --------------   --------------   --------------   --------------
                                                            72,658           13,011           87,855           26,108
                                                     --------------   --------------   --------------   --------------

  Net income                                         $     705,269    $     735,091    $   1,324,718    $    1,380,017
                                                     ==============   ==============   ==============   ==============

  Income per limited partner unit:
      Continuing operations                          $        0.16    $        0.18    $        0.31    $        0.34
      Discontinued operations                                 0.02               --             0.02             0.01
                                                     --------------   --------------   --------------   --------------
                                                     $        0.18    $        0.18    $        0.33    $        0.35
                                                     ==============   ==============   ==============   ==============

  Weighted average number of limited partner
      units outstanding                                  4,000,000        4,000,000        4,000,000        4,000,000
                                                     ==============   ==============    =============   ==============
</TABLE>

           See accompanying notes to condensed financial statements.

                                       2
<PAGE>

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

                                                 Six Months Ended         Year Ended
                                                     June 30,            December 31,
                                                       2004                  2003
                                                ------------------    ------------------

General partners:
    Beginning balance                           $         191,934     $         191,934
    Net income                                                 --                    --
                                                ------------------    ------------------
                                                          191,934               191,934
                                                ------------------    ------------------

Limited partners:
    Beginning balance                                  31,334,068            31,896,264
    Net income                                          1,324,718             2,837,812
    Distributions ($0.43 and $0.85 per
       limited partner unit, respectively)             (1,700,004)           (3,400,008)
                                                ------------------    ------------------
                                                       30,958,782            31,334,068
                                                ------------------    ------------------

Total partners' capital                         $      31,150,716     $      31,526,002
                                                ==================    ==================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       3
<PAGE>

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

                                                                       Six Months Ended
                                                                           June 30,
                                                                    2004              2003
                                                               --------------    --------------


   Net cash provided by operating activities                   $   1,710,411     $   1,583,992
                                                               --------------    --------------

   Cash flows from investing activities:
       Proceeds from sale of assets                                  639,960                --
                                                               --------------    --------------
           Net cash provided by investing activities                 639,960                --
                                                               --------------    --------------

   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 increase (decrease) in cash and cash equivalents              650,367          (116,012)
                                                               --------------    --------------

   Cash and cash equivalents at beginning of period                1,123,111         1,275,846
                                                               --------------    --------------

   Cash and cash equivalents at end of period                  $   1,773,478     $   1,159,834
                                                               ==============    ==============

   Supplemental schedule of non-cash financing activities:

       Distributions declared and unpaid at end of
           period                                              $     850,002     $     850,002
                                                               ==============    ==============
</TABLE>

           See accompanying notes to condensed financial statements.

                                       4
<PAGE>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 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 and six months ended June 30, 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 XIII, Ltd. (the  "Partnership") for the year ended December
         31, 2003.

         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  adopted  FIN 46R during the  quarter  ended 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.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Discontinued Operations

         In February 2004, the Partnership entered into an agreement to sell its
         property in Blytheville,  Arkansas.  The Partnership sold this property
         in May 2004 for approximately  $640,000 resulting in a gain on disposal
         of discontinued operations of approximately $63,700.

         The  following  presents  the  operating  results  of the  discontinued
         operations for this property.
<TABLE>
<CAPTION>
<S> <C>
                                                         Quarter Ended                   Six Months Ended
                                                            June 30,                         June 30,
                                                     2004             2003             2004             2003
                                                --------------   --------------   --------------   --------------

                Rental revenues                 $       8,996    $      13,011    $      24,193    $      26,108
                Expenses                                   --               --               --               --
                                                --------------   --------------   --------------   --------------
                Income from discontinued
                    operations                  $       8,996    $      13,011    $      24,193    $      26,108
                                                ==============   ==============   ==============   ==============
</TABLE>

                                       5
<PAGE>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003

4.        Subsequent Event

         On August 9, 2004, the Partnership entered into a definitive  Agreement
         and Plan of Merger  pursuant  to which the  Partnership  will be merged
         with a subsidiary of U.S. Restaurant Properties,  Inc. (NYSE: USV). The
         merger is one of multiple concurrent  transactions pursuant to which 17
         other  affiliated  limited  partnerships  also  will be  merged  with a
         subsidiary  of  U.S.  Restaurant  Properties,  Inc.  and in  which  CNL
         Restaurant  Properties,  Inc., an  affiliate,  also will be merged with
         U.S.  Restaurant  Properties,  Inc.  CNL  Restaurant  Properties,  Inc.
         currently  provides  property  management  and  other  services  to the
         Partnership.  The merger of the  Partnership  (and each of the 17 other
         affiliated mergers) is subject to certain conditions including approval
         by a majority of the limited partners, consummation of a minimum number
         of limited partnership mergers representing at least 75.0% in value (as
         measured  by the  value of the  merger  consideration)  of all  limited
         partnerships,  consummation  of the  merger  between  U. S.  Restaurant
         Properties,  Inc. and CNL Restaurant Properties,  Inc., approval of the
         shareholders of U.S. Restaurant  Properties,  Inc., and availability of
         financing.  The  transaction is expected to be consummated in the first
         quarter of 2005.

         Under the terms of the  transaction,  the limited partners will receive
         total  consideration  of  approximately  $38.22 million,  consisting of
         approximately $31.96 million in cash and approximately $6.26 million in
         U.S. Restaurant  Properties,  Inc. Series A Convertible Preferred Stock
         that is listed on the New York Stock  Exchange.  The  general  partners
         will receive total  consideration of approximately  $150,000 consisting
         of  approximately   $125,000  in  cash  and  approximately  $25,000  in
         preferred stock.

                                       6
<PAGE>

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

         CNL Income Fund XIII, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") 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, 2003,  we owned 40 Properties
directly  and six  Properties  indirectly  through  joint  venture or tenancy in
common  arrangements.  As of June 30, 2004, we owned 39 Properties  directly and
seven  Properties   indirectly  through  joint  venture  or  tenancy  in  common
arrangements.

Capital Resources

         Net cash provided by operating activities was $1,710,411 and $1,583,992
for the six months ended June 30, 2004 and 2003, respectively.

         At June 30, 2004, we had  $1,773,478 in cash and cash  equivalents,  as
compared to $1,123,111 at December 31, 2003. At June 30, 2004,  these funds were
held in a demand deposit  account at a commercial  bank. The funds  remaining at
June 30, 2004, after payment of distributions  and other liabilities may be used
to invest in an additional Property and to meet our working capital needs.

Short-Term Liquidity

         Our  investment  strategy of acquiring  Properties for cash and leasing
them under triple-net leases to operators who meet specified financial standards
minimizes our operating  expenses.  The general partners believe that the leases
will generate net cash flow in excess of operating expenses.

         Our  short-term   liquidity   requirements  consist  primarily  of  our
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
our operations.

         We  generally  distribute  cash  from  operations  remaining  after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations,  we declared  distributions to the limited partners
of  $1,700,004  for each of the six months  ended June 30,  2004 and 2003.  This
represents distributions of $0.43 per unit for each of the six months ended June
30,  2004  and  2003,  ($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, 2004 and 2003. No amounts distributed to the limited partners for
the six months  ended  June 30,  2004 and 2003 are  required  to be or have been
treated as a return of capital for purposes of calculating the limited partners'
return on their adjusted  capital  contributions.  We intend to continue to make
distributions of cash to the limited partners on a quarterly basis.

         Total liabilities,  including distributions payable, were $1,125,822 at
June 30, 2004,  as compared to  $1,085,791  at December  31,  2003.  The general
partners  believe  that we have  sufficient  cash  on hand to meet  our  current
working capital needs.

Long-Term Liquidity

         We have no long-term debt or other long-term liquidity requirements.

                                       7
<PAGE>

Results of Operations

         Rental revenues from continuing  operations decreased to $1,504,306 for
the six months ended June 30, 2004 as compared to  $1,522,747 in the same period
in 2003, of which,  $755,843 and $760,264 were earned during the second quarters
of 2004 and  2003,  respectively.  In March  2004,  the  lease  relating  to the
Property in Lafayette,  Indiana  expired.  Also in March 2004, the tenant of the
Property in Houston,  Texas  terminated  the lease,  as  permitted  by the lease
agreement,  as a result of a right of way taking.  The lost  revenues  resulting
from these  vacant  Properties  will  continue to have an adverse  effect on our
results of operations until we are able to re-lease the Properties.

         During the six months ended June 30, 2004 and 2003,  we earned  $53,570
and $93,788,  respectively,  in contingent rental income, of which,  $23,610 and
$56,708 were earned during the second  quarters of 2004 and 2003,  respectively.
The decrease in contingent rental income,  during 2004, was due to a decrease in
reported  gross  sales of  certain  restaurant  Properties,  the leases of which
require the payment of contingent rent.

         During the six months ended June 30, 2004 and 2003, we earned  $163,275
and $156,545, respectively,  attributable to net income earned by unconsolidated
joint  ventures,  of which,  $82,319 and $79,303  were earned  during the second
quarters of 2004 and 2003,  respectively.  The increase is  primarily  due a new
tenancy in common arrangement we invested in during November 2003.

         During the six months ended June 30, 2004 and 2003,  we earned  $24,876
and $1,343 in interest and other  income of which,  $23,542 and $597 were earned
during the second  quarters of 2004 and 2003,  respectively.  Interest and other
income were higher during the quarter and six months ended June 30, 2004 because
we  received  reimbursement  of  property  expenditures  that were  incurred  in
previous years relating to a vacant Property. The former tenant reimbursed these
amounts as a result of its 1998 bankruptcy proceedings.

         Operating expenses,  including  depreciation and amortization  expense,
were  $509,164  and  $420,514  for the six months  ended June 30, 2004 and 2003,
respectively,  of which,  $252,703 and $174,792 were incurred  during the second
quarters of 2004 and 2003,  respectively.  The  increase in  operating  expenses
during the  quarter and six months  ended June 30,  2004,was  due to  additional
general  operating  and  administrative  expenses,   including  legal  fees.  In
addition, operating expenses were higher during the quarter and six months ended
June 30, 2004 because we incurred  property  related expenses such as insurance,
repairs and  maintenance,  legal fees and real estate taxes  relating to the two
vacant Properties in Lafayette, Indiana, and Houston, Texas. We will continue to
incur these  expenses  until the  Properties  are  re-leased.  The  increase was
partially  offset by a decrease in state tax expense  relating to several states
in which we do business.

         We recognized income from discontinued operations (rental revenues less
property related expenses) relating to the Property in Blytheville, Arkansas, of
$24,193  and  $26,108  during  the six  months  ended  June 30,  2004 and  2003,
respectively,  of which  $8,996 and $13,011  were  recognized  during the second
quarters  of 2004 and  2003,  respectively.  We sold the  Property  in May 2004,
resulting  in a gain on disposal of  discontinued  operations  of  approximately
$63,700.

         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.  We adopted FIN 46R during the quarter  ended March
31, 2004. We were 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.

         The general  partners  believe their  primary  objective is to maintain
current operations with restaurant operators as successfully as possible,  while
evaluating  strategic  alternatives,  including  alternatives  that may  provide
liquidity to the limited  partners.  Real estate  markets are strong  throughout
much of the nation,  and the performance of restaurants  has generally  improved
after several  challenging years. As a result, the general partners believe that
this is an attractive  period for a strategic event to monetize the interests of
the limited partners.

                                       8
<PAGE>

         In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement  and  Plan of  Merger  pursuant  to  which  we will be  merged  with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent  transactions  pursuant to which 17 other affiliated limited
partnerships  also  will  be  merged  with  a  subsidiary  of  U.S.   Restaurant
Properties,  Inc. and in which CNL  Restaurant  Properties,  Inc., an affiliate,
also will be merged with U.S. Restaurant  Properties,  Inc. Our merger (and each
of the 17 other affiliated  mergers) is subject to certain conditions  including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by  the  value  of  the  merger  consideration)  of  all  limited  partnerships,
consummation  of the merger between U. S.  Restaurant  Properties,  Inc. and CNL
Restaurant  Properties,  Inc.,  approval of the shareholders of U.S.  Restaurant
Properties,  Inc., and availability of financing.  U.S.  Restaurant  Properties,
Inc.  is a real  estate  investment  trust  (REIT)  that  focuses  primarily  on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.

         Under the terms of the  transaction,  our limited partners will receive
total consideration of approximately $38.22 million, consisting of approximately
$31.96  million  in cash and  approximately  $6.26  million  in U.S.  Restaurant
Properties,  Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange.  The general  partners will receive total  consideration of
approximately   $150,000  consisting  of  approximately  $125,000  in  cash  and
approximately $25,000 in preferred stock.

         We received an opinion from Wachovia  Capital  Markets,  LLC that as of
August 9, 2004 the merger  consideration  to be  received  by the holders of our
general and limited  partnership  interests is fair,  from a financial  point of
view, to such holders.

         As reflected  above, the  contemplated  transactions  are complex,  and
contingent upon certain conditions. The restaurant marketplace,  the real estate
industry,  and the equities markets, all individually or taken as a whole, could
impact the  economics of this  transaction.  As a result,  there is no assurance
that we will be successful in completing the contemplated transaction.


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 our
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 our 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.

                                       9
<PAGE>

                           PART II. OTHER INFORMATION

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

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

Item 3.  Default upon Senior Securities.   Inapplicable.
         ------------------------------

Item 4.  Submission of Matters to a Vote of Security Holders.   Inapplicable.
         ---------------------------------------------------

Item 5.  Other Information.   Inapplicable.
         -----------------

Item 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

         (a)  Exhibits

              3.1  Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income  Fund  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.)

              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 14, 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.)

                                       10
<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 of Form 8-K

              No reports on Form 8-K were filed  during the  quarter  ended June
              30, 2004.

                                       11
<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 9th day of August 2004.


                             CNL INCOME FUND XIII, 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  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.)

              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 14, 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.)
<PAGE>

              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