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, 1998
                           --------------------------

                                       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            (I.R.S. Employer
of incorporation or organiza-           Identification No.)
tion)


400 E. South Street
Orlando, Florida                             32801
----------------------------            -----------------
(Address of principal                       (Zip Code)
executive offices)


Registrant's telephone number
(including area code)                      (407) 422-1574


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                          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                             6-8


Part II

  Other Information                                            9


<PAGE>



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



                                                  March 31,       December 31,
            ASSETS                                  1998              1997
                                                 -----------      ------------

Land and buildings on operating
  leases, less accumulated
  depreciation of $1,795,179
  and $1,697,320                                 $22,690,759       $22,788,618
Net investment in direct financing
  leases                                           7,887,957         7,910,470
Investment in joint ventures                       2,459,619         2,457,810
Cash and cash equivalents                          1,047,626           907,980
Receivables                                            8,600            23,946
Prepaid expenses                                      10,116            10,368
Organization costs, less accumu-
  lated amortization of $9,922
  and $9,422                                              78               578
Accrued rental income                              1,516,407         1,423,820
                                                 -----------       -----------

                                                 $35,621,162       $35,523,590
                                                 ===========       ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                 $    10,643       $     7,671
Distributions payable                                850,002           850,002
Due to related parties                                 7,828             6,791
Rents paid in advance                                124,983             5,570
                                                 -----------       -----------
    Total liabilities                                993,456           870,034

Partners' capital                                 34,627,706        34,653,556
                                                 -----------       -----------

                                                 $35,621,162       $35,523,590
                                                 ===========       ===========




            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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


                                                          Quarter Ended
                                                             March 31,
                                                     1998              1997
                                                  ----------        ----------

Revenues:
  Rental income from operating leases             $  618,515        $  612,615
  Earned income from direct financing
    leases                                           217,035           239,145
  Contingent rental income                            65,923            47,767
  Interest and other income                           20,195            13,916
                                                  ----------        ----------
                                                     921,668           913,443
                                                  ----------        ----------

Expenses:
  General operating and administrative                30,094            42,227
  Professional services                                8,405             7,139
  Management fees to related parties                   8,953             8,635
  State and other taxes                               15,953            13,040
  Depreciation and amortization                       98,418            98,359
                                                  ----------        ----------
                                                     161,823           169,400
                                                  ----------        ----------

Income Before Equity in Earnings of
  Joint Ventures                                     759,845           744,043

Equity in Earnings of Joint Ventures                  64,307            31,014
                                                  ----------        ----------

Net Income                                        $  824,152        $  775,057
                                                  ==========        ==========

Allocation of Net Income:
  General partners                                $    8,242        $    7,751
  Limited partners                                   815,910           767,306
                                                  ----------        ----------

                                                  $  824,152        $  775,057
                                                  ==========        ==========


Net Income Per Limited Partner Unit               $     0.20       $    0.19
                                                  ==========       =========

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












            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



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


                                        Quarter Ended              Year Ended
                                          March 31,               December 31,
                                            1998                      1997
                                        -------------             ------------

General partners:
  Beginning balance                      $   137,207               $   106,517
  Net income                                   8,242                    30,690
                                         -----------               -----------
                                             145,449                   137,207
                                         -----------               -----------
Limited partners:
  Beginning balance                       34,516,349                34,911,420
  Net income                                 815,910                 3,004,937
  Distributions ($0.21 and $0.85
    per limited partner unit,
    respectively)                           (850,002)               (3,400,008)
                                         -----------               -----------
                                          34,482,257                34,516,349
                                         -----------               -----------

Total partners' capital                  $34,627,706               $34,653,556
                                         ===========               ===========





            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                      Quarter Ended
                                                          March 31,
                                                     1998             1997
                                                 -----------       ----------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating
      Activities                                 $   989,648       $   864,598
                                                 -----------       -----------

    Cash Flows from Investing
      Activities:
        Investment in joint ventures                      -           (550,000)
        Decrease in restricted cash                       -            550,000
        Loan to tenant                                    -           (183,401)
                                                 -----------       -----------
            Net cash used in
              investing activities                        -           (183,401)
                                                 -----------       -----------


    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                                   139,646          (168,805)

Cash and Cash Equivalents at Beginning
  of Quarter                                         907,980         1,103,568
                                                 -----------       -----------

Cash and Cash Equivalents at End of
  Quarter                                        $ 1,047,626       $   934,763
                                                 ===========       ===========

Supplemental Schedule of Non-Cash
  Financing Activities:

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










            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1998 and 1997


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, 1998,  may not be indicative of the results
         that may be expected for the year ending December 31, 1998.  Amounts as
         of December 31, 1997, 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, 1997.




                                        5

<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 triple-net  leases,  with the lessees generally  responsible for all repairs
and maintenance,  property taxes, insurance and utilities. As of March 31, 1998,
the  Partnership  owned 47 Properties,  including two Properties  owned by joint
ventures in which the  Partnership is a co-venturer and three  Properties  owned
with affiliates as tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 1998 and 1997, 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 $989,648 and
$864,598  for the  quarters  ended  March 31, 1998 and 1997,  respectively.  The
increase in cash from  operations  for the  quarter  ended  March 31,  1998,  as
compared to the quarter  ended March 31, 1997,  is primarily a result of changes
in income and expenses as described in "Results of Operations" below and changes
in the Partnership's working capital.

         Currently,  cash  reserves  and rental  income from the  Part-nership's
Properties  are invested in money market  accounts or other  short-term,  highly
liquid  investments   pending  the  Partnership's  use  of  such  funds  to  pay
Partnership  expenses or to make  distributions to partners.  At March 31, 1998,
the  Partnership  had $1,047,626  invested in such  short-term  investments,  as
compared  to  $907,980  at  December  31,  1997.  The  increase in cash and cash
equivalents  for the quarter ended March 31, 1998, is primarily  attributable to
an increase in rents paid in advance at March 31, 1998,  as compared to December
31, 1997. The funds remaining at March 31, 1998,  after payment of distributions
and other  liabilities,  will be used to meet the Partnership's  working capital
and other needs.

         Total liabilities of the Partnership,  including distributions payable,
increased  to $993,456 at March 31,  1998,  from  $870,034 at December 31, 1997,
primarily as a result of an increase in rents paid in advance at March 31, 1998.
The general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.



                                        6

<PAGE>



Liquidity and Capital Resources - Continued

         Based  primarily  on cash from  operations,  the  Partnership  declared
distributions to the limited partners of $850,002 for each of the quarters ended
March 31, 1998 and 1997.  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,  1998 and 1997.  No amounts  distributed  to the
limited partners for the quarters ended March 31, 1998 and 1997, 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
contribution.  The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         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.

Results of Operations

         During the quarter  ended March 31,  1997,  the  Partnership  owned and
leased 43 wholly owned Properties  (including one Property in Orlando,  Florida,
which was sold in October 1997) and during the quarter ended March 31, 1998, the
Partnership  owned  and  leased 42  wholly  owned  Properties  to  operators  of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the quarters ended March 31, 1998 and 1997, the Partnership  earned $835,550 and
$851,760, respectively, in rental income from operating leases and earned income
from direct  financing  leases for these  Properties.  The  decrease  during the
quarter  ended March 31, 1998,  as compared to the quarter ended March 31, 1997,
was primarily attributable to a decrease of approximately $13,800 as a result of
the fact that in February 1997, the  Partnership  discontinued  charging rent to
the former tenant of the Denny's  Property in Orlando,  Florida,  as a result of
the former tenant vacating the Property.  The Partnership  sold this Property in
October  1997,  and in December  1997,  reinvested  the net sales  proceeds in a
Property in Miami, Florida, as tenants-in-common, with affiliates of the general
partners.

         During the quarters ended March 31, 1998 and 1997, the Partnership also
earned  $65,923 and $47,767,  respectively,  in contingent  rental  income.  The
increase in contingent rental income during the quarter ended March 31, 1998, is
primarily  attributable to the Partnership adjusting estimated contingent rental
amounts accrued at December 31, 1997, to actual amounts during the quarter ended
March 31, 1998.


                                        7

<PAGE>



Results of Operations - Continued

         During the quarters ended March 31, 1998 and 1997, the Partnership also
owned and leased two Properties  indirectly  through joint venture  arrangements
and two Properties with affiliates of the general partners as tenants-in-common,
and for the  quarter  ended  March 31,  1998,  owned and leased  one  additional
Property  as  tenants-in-common  with  affiliates  of the general  partners.  In
connection  therewith,  during the quarters  ended March 31, 1998 and 1997,  the
Partnership  earned $64,307 and $31,014,  respectively,  attributable to the net
income  earned by these joint  ventures.  The  increase in net income  earned by
these joint ventures during the quarter ended March 31, 1998, as compared to the
quarter  ended March 31,  1997,  is primarily  attributable  to the fact that in
December  1997,  the  Partnership  reinvested the net sales proceeds it received
from the sale,  in October  1997,  of the  Property  in Orlando,  Florida,  in a
Property located in Miami,  Florida,  with affiliates of the general partners as
tenants-in-common.

         Operating expenses,  including  depreciation and amortization  expense,
were  $161,823  and  $169,400  for the  quarters  ended March 31, 1998 and 1997,
respectively.  The decrease in operating expenses during the quarter ended March
31, 1998,  is primarily  attributable  to the fact that during the quarter ended
March 31, 1997, the Partnership  incurred  certain expenses in connection with a
purchase  and sale  agreement  relating  to the  Denny's  Property  in  Orlando,
Florida. The Partnership sold the Property in October 1997.

                                        8

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults upon Senior Securities.  Inapplicable.

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

                  Inapplicable.

Item 5.           Other Information.  Inapplicable.

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

                  (a)      Exhibits - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended March 31, 1998.

                                        9

<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 8th day of May, 1998.

                           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)