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 September 30, 2001
   --------------------------------------------------------------------------

                                       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 _________



<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                 5-7

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     8-11

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                    11
Part II

   Other Information                                                      12-13

<PAGE>
                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                           September 30,            December 31,
                                                                                2001                    2000
                                                                         -------------------     --------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                                $  20,866,542             $ 21,157,116
   Net investment in direct financing leases                                      6,358,412                7,449,706
   Investment in joint ventures                                                   3,310,802                2,434,759
   Cash and cash equivalents                                                        750,219                  818,231
   Receivables, less allowance for doubtful
       accounts of $5,674 in 2000                                                    12,185                  243,086
   Prepaid expenses                                                                  16,145                   31,227
   Lease costs, less accumulated amortization of $4,949 and
       $3,593, respectively                                                          30,801                   32,157
   Accrued rental income, less allowance for doubtful
       accounts of $51,618 in 2001 and 2000                                       1,828,573                1,682,363
                                                                         -------------------     --------------------

                                                                              $  33,173,679             $ 33,848,645
                                                                         ===================     ====================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                        $     2,256               $   38,373
   Escrowed real estate taxes payable                                                10,679                       --
   Distributions payable                                                            850,002                  850,002
   Due to related parties                                                            42,124                  132,671
   Rents paid in advance and deposits                                                13,796                   80,653
   Deferred rental income                                                            25,860                   27,097
                                                                         -------------------     --------------------
       Total liabilities                                                            944,717                1,128,796

   Partners' capital                                                             32,228,962               32,719,849
                                                                         -------------------     --------------------

                                                                              $  33,173,679             $ 33,848,645
                                                                         ===================     ====================
</TABLE>
           See accompanying notes to condensed financial statements.





<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                    Quarter Ended                   Nine Months Ended
                                                                    September 30,                     September 30,
                                                                2001              2000             2001           2000
                                                            --------------     ------------    -------------  --------------

 <c>
Revenues:
    Rental income from operating leases                        $  599,925        $ 581,533       $1,799,918     $ 1,765,409
    Earned income from direct financing leases                    180,514          225,200          569,376         624,473
    Contingent rental income                                       45,537           58,077          163,662         161,849
    Interest and other income                                       4,627           19,743           23,376          49,602
                                                            --------------     ------------    -------------  --------------
                                                                  830,603          884,553        2,556,332       2,601,333
                                                            --------------     ------------    -------------  --------------

Expenses:
    General operating and administrative                           38,801           49,099          240,765         147,480
    Professional services                                          17,508           12,856           53,124          33,254
    Management fees to related party                                9,334            9,121           27,245          26,916
    Real estate taxes                                                  --            2,430               --           7,869
    State and other taxes                                              --               --           57,077          21,730
    Depreciation and amortization                                  97,310           97,368          291,930         288,161
    Transaction costs                                                  --               --               --          70,689
                                                            --------------     ------------    -------------  --------------
                                                                  162,953          170,874          670,141         596,099
                                                            --------------     ------------    -------------  --------------

Income Before Equity in Earnings of Joint Ventures
    and Provision for Loss on Assets                              667,650          713,679        1,886,191       2,005,234

Equity in Earnings of Joint Ventures                               89,994           60,426          229,434         183,404

Provision for Loss on Assets                                           --               --          (56,506 )            --
                                                            --------------     ------------    -------------  --------------

Net Income                                                     $  757,644        $ 774,105       $2,059,119     $ 2,188,638
                                                            ==============     ============    =============  ==============

Allocation of Net Income:
    General partners                                              $    --           $   --           $   --         $    --
    Limited partners                                              757,644          774,105        2,059,119       2,188,638
                                                            --------------     ------------    -------------  --------------

                                                               $  757,644        $ 774,105       $2,059,119     $ 2,188,638
                                                            ==============     ============    =============  ==============

Net Income Per Limited Partner Unit                             $    0.19         $   0.19         $   0.51       $    0.55
                                                            ==============     ============    =============  ==============

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.


<PAGE>


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

<TABLE>
<CAPTION>
                                                        Nine Months Ended            Year Ended
                                                          September 30,             December 31,
                                                               2001                     2000
                                                     -------------------------    ------------------

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

Limited partners:
    Beginning balance                                              32,527,915            32,838,626
    Net income                                                      2,059,119             3,089,297
    Distributions ($0.64 and $0.85 per
       limited partner unit, respectively)                         (2,550,006 )          (3,400,008 )
                                                     -------------------------    ------------------
                                                                   32,037,028            32,527,915
                                                     -------------------------    ------------------

Total partners' capital                                         $  32,228,962          $ 32,719,849
                                                     =========================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


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

<TABLE>
<CAPTION>

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                                  2001               2000
                                                                              --------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $2,417,299         $2,434,222
                                                                              --------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of assets                                                 947,000                 --
       Additions to land and building on operating lease                                 --            (87,597 )
       Investment in joint venture                                                 (882,305 )               --
                                                                              --------------    ---------------
          Net cash provided by (used in) investing
              activities:                                                            64,695            (87,597 )
                                                                              --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (2,550,006 )       (2,550,006 )
                                                                              --------------    ---------------
          Net cash used in financing activities                                  (2,550,006 )       (2,550,006 )
                                                                              --------------    ---------------

Net Decrease in Cash and Cash Equivalents                                           (68,012 )         (203,381 )

Cash and Cash Equivalents at Beginning of Period                                    818,231            945,802
                                                                              --------------    ---------------

Cash and Cash Equivalents at End of Period                                        $ 750,219          $ 742,421
                                                                              ==============    ===============

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.



<PAGE>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2001 and 2000


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the  quarter and nine  months  ended  September  30,  2001,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2001.  Amounts as of December  31, 2000,  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, 2000.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2001 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Net Investment in Direct Financing Leases:

         At March 31,  2001 the  Partnership  recorded a  provision  for loss on
         assets of $56,506 for the Property in Mount Airy,  North Carolina.  The
         provision  represented the difference between the carrying value of the
         property at March 31, 2001 and the net sales proceeds received in April
         2001 from the sale of the property. In April 2001, the Partnership sold
         this property, for which the land and building had been classified as a
         direct financing  lease.  The gross investment  (minimum lease payments
         receivable  and the  estimated  residual  value)  and  unearned  income
         relating to the land and building were removed from the  accounts.  Due
         to the fact that in March 2001,  the  Partnership  recorded a provision
         for  loss  relating  to the  anticipated  sale  of  this  property,  no
         additional gain or loss was recognized for financial reporting purposes
         during the nine months ended September 30, 2001 relating to the sale of
         the property.


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2001 and 2000


4.       Investment in Joint Ventures:

         In April  2001,  the  Partnership  used the  majority  of the net sales
         proceeds from the sale of its property in Mount Airy, North Carolina to
         acquire  an  interest  in a Golden  Corral  property  in Blue  Springs,
         Missouri,  as  tenants-in-common,  with CNL  Income  Fund XV,  Ltd.,  a
         Florida limited partnership,  and an affiliate of the general partners.
         The  Partnership  and CNL Income Fund XV,  Ltd.,  as tenants in common,
         acquired this  interest from CNL BB Corp.,  an affiliate of the general
         partners  (see Note 5). The  Partnership  accounts  for its  investment
         using the equity method since the  Partnership  shares  control with an
         affiliate. As of September 30, 2001, the Partnership owned a 41 percent
         interest in this property.

         The following presents the combined,  condensed  financial  information
         for  all  of  the  Partnership's  investments  in  joint  ventures  and
         properties held as tenants-in-common at:
<TABLE>
<CAPTION>

                                                                       September 30,         December 31,
                                                                           2001                  2000
                                                                    --------------------  --------------------

 <c>
                 Land and buildings on operating, net                      $  6,077,160          $  4,009,712
                 Net investment in direct financing lease                       346,401               351,555
                 Cash                                                            49,947                50,579
                 Receivables                                                     29,179                    --
                 Prepaid expenses                                                   306                   474
                 Accrued rental income                                          362,740               318,016
                 Liabilities                                                     26,487                29,459
                 Partners' capital                                            6,839,246             4,700,877
                 Revenues                                                       559,937               568,987
                 Net income                                                     465,168               476,978
</TABLE>

         The Partnership recognized income totaling $229,434 and $183,404 during
         the nine months ended  September 30, 2001 and 2000,  respectively  from
         these joint ventures,  of which $89,994 and $60,426,  was earned during
         the quarters ended September 30, 2001 and 2000, respectively.


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2001 and 2000


5.       Related Party Transactions:

         During the nine months ended  September 30, 2001, the  Partnership  and
         CNL Income Fund XV, Ltd. ("CNL XV"), as tenants-in-common,  acquired an
         interest in a Golden Corral property from CNL BB Corp., an affiliate of
         the general partners, for a purchase price of approximately $2,152,000.
         CNL XV is a Florida limited partnership and an affiliate of the general
         partners. CNL BB Corp. had purchased and temporarily held title to this
         property in order to facilitate the  acquisition of the property by the
         Partnership and CNL XV, as  tenants-in-common.  The purchase price paid
         by the  Partnership  and CNL XV, as  tenants-in-common,  represents the
         costs  incurred  by CNL BB Corp.  to  acquire  and carry the  property,
         including closing costs.


<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
September  30,  2001,  the  Partnership  owned  46  Properties,  which  included
interests in two Properties  owned by joint ventures in which the Partnership is
a co-venturer and four Properties  owned with affiliates of the general partners
as tenants-in-common.

Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30,  2001 and 2000 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
$2,417,299 and $2,434,222 for the nine months ended September 30, 2001 and 2000,
respectively.  The  decrease in cash from  operations  for the nine months ended
September 30, 2001, as compared to the nine months ended September 30, 2000, 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.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 2001.

         In April 2001, the partnership  sold its Property in Mount Airy,  North
Carolina and received net sales proceeds of approximately  $947,000.  Due to the
fact that during the quarter ended March 31, 2001 the Partnership had recorded a
provision for loss on assets for this property,  no additional  gain or loss was
recognized for financial  reporting  purposes  during the quarter ended June 30,
2001. In April 2001, the Partnership reinvested  approximately $882,300 of these
sales  proceeds in a Property in Blue Springs,  Missouri,  as tenants in common,
with CNL Income Fund XV, Ltd. ("CNL XV"), a Florida  limited  Partnership and an
affiliate   of  the  general   partners.   The   Partnership   and  CNL  XV,  as
tenants-in-common, acquired this Property from CNL BB Corp., an affiliate of the
general partners.  The affiliate had purchased and temporarily held title to the
Property  in  order  to  facilitate  the  acquisition  of  the  Property  by the
Partnership  and CNL XV, as  tenants-in-common.  The purchase  price paid by the
Partnership and CNL XV, as tenants-in-common,  represented the costs incurred by
the affiliate to acquire the Property,  including closing costs. As of September
30, 2001, the Partnership  owned a 41 percent interest in the profits and losses
of the Property.

         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,  money  market  accounts,  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions  to the  partners.  At September  30, 2001,  the  Partnership  had
$750,219  invested in such  short-term  investments,  as compared to $818,231 at
December 31, 2000.  The decrease in cash and cash  equivalents  at September 30,
2001,  as compared to December  31,  2000,  was  partially  attributable  to the
distributions to the limited  partners,  as described below. The funds remaining
at September 30, 2001, will be used to pay  distributions  and other liabilities
of the Partnership.

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 anticipated  future cash from  operations,  the Partnership
declared  distributions  to the limited  partners of $2,550,006  for each of the
nine months ended  September  30, 2001 and 2000  ($850,002  for each  applicable
quarter).  This represents  distributions of $0.64 per unit for each of the nine
months  ended  September  30, 2001 and 2000 ($0.21 per unit for each  applicable
quarter).  No  distributions  were made to the general partners for the quarters
and nine months ended September 30, 2000 and 2001. No amounts distributed to the
limited  partners for the quarters and nine months ended  September 30, 2001 and
2000 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,
decreased to $944,717 at September  30, 2001,  from  $1,128,796  at December 31,
2000,  primarily as a result of a decrease in accounts  payable,  amounts due to
related  parties and rents paid in advance at September 30, 2001, as compared to
December 31, 2000.  Liabilities at September 30, 2001, to the extent they exceed
cash and cash  equivalents at September 30, 2001, will be paid from  anticipated
future cash from operations,  or in the event the general partners elect to make
additional capital contributions or loans, from future general partner's capital
contributions or loans.



<PAGE>


Long-Term Liquidity

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

Results of Operations

         During  the  nine  months  ended  September  30,  2001  and  2000,  the
Partnership  owned and leased 41 wholly  owned  Properties  (which  included one
Property   which  was  sold  in  April  2001)  to  operators  of  fast-food  and
family-style restaurant chains. In connection therewith,  during the nine months
ended  September  30,  2001 and 2000,  the  Partnership  earned  $2,369,294  and
$2,389,882,  respectively,  in rental  income from  operating  leases and earned
income from direct financial  leases,  $780,439 and $806,733 of which was earned
during the quarters ended September 30, 2001 and 2000, respectively.

         The  decrease in rental and earned  income  during the quarter and nine
months  ended  September  30,  2001,  as compared to the quarter and nine months
ended  September 30, 2000,  was  primarily due to the fact that the  Partnership
sold its Property in Mount Airy,  North  Carolina in April 2001, as described in
"Capital  Resources." Rental and earned income are expected to remain at reduced
amounts  while equity in earnings of joint  ventures is expected to increase due
to the fact that the  Partnership  reinvested the majority of net sales proceeds
relating  to the  sale of the  Property  in Mount  Airy,  North  Carolina,  in a
Property in Blue Springs, Missouri with an affiliate of the general partners, as
tenants-in-common, as described in "Capital Resources."

         The  decrease to rental and earned  income  during the quarter and nine
months ended September 30, 2001, was partially  offset by an increase due to the
fact that during the  quarter and nine months  ended  September  30,  2000,  the
Partnership  established an allowance for doubtful  accounts for past due rental
amounts relating to three Properties whose tenants were  experiencing  financial
difficulties.  The Partnership  subsequently  collected and recognized as income
the  past  due  rental  amounts,   for  which  the  Partnership  had  previously
established the allowance for doubtful accounts.  No such allowance was recorded
during the quarter and nine months ended September 30, 2001.

         During  the  nine  months  ended  September  30,  2001  and  2000,  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  addition,  during  the nine  months  ended
September 30, 2001, the  Partnership  owned and leased one  additional  Property
with an affiliate of the general partners, as  tenants-in-common.  In connection
therewith,  during  the nine  months  ended  September  30,  2001 and 2000,  the
Partnership earned $229,434 and $183,404, respectively,  attributable to the net
income earned by these joint  ventures,  $89,994 and $60,426 of which was earned
during  the  quarters  ended  September  30,  2001 and 2000,  respectively.  The
increase  in net income  earned by joint  ventures  during the  quarter and nine
months ended  September 30, 2001 was primarily  attributable to the fact that in
April 2001, the Partnership used the majority of the net sales proceeds received
from the sale of its  Property  in Mount  Airy,  North  Carolina,  to acquire an
interest in a Property in Blue Springs,  Missouri, as tenants-in-common with CNL
XV, as described above in "Capital Resources." The increase in net income earned
by joint ventures,  during the quarter and nine months ended September 30, 2001,
is also partially due to an increase in contingent rental income attributable to
an increase in gross sales of the  restaurant  Property in Miami,  Florida,  the
lease of which requires the payment of contingent rental income. The Partnership
owns approximately a 48% interest in this Property as,  tenants-in-common,  with
Florida limited partnerships and affiliates of the general partners.

         Operating  expenses,  including  depreciation and amortization  expense
were  $670,141 and $596,099  for the nine months  ended  September  30, 2001 and
2000,  respectively,  $162,953  and $170,874 of which were  incurred  during the
quarters ended September 30, 2001 and 2000, respectively.

         The  increase  in  operating  expenses  during  the nine  months  ended
September 30, 2001, as compared to the nine months ended September 30, 2000, was
partially due to the fact that the Partnership  incurred  expenses such as legal
fees  relating to several  Properties  with a tenant who  experienced  financial
difficulties.  During the nine months ended  September 30, 2001,  the tenant who
was having financial difficulties assigned the leases to a new tenant, for which
the Partnership  approved the assignment.  The Partnership  incurred  additional
legal fees due to lease amendments  relating to these  assignments.  The general
partners do not  anticipate  that the  Partnership  will continue to incur legal
fees relating to these Properties. The increase in operating expenses during the
nine months  ended  September  30,  2001,  as compared to the nine months  ended
September 30, 2000, was also partially  attributable to an increase in the costs
incurred for  administrative  expenses for  servicing  the  Partnership  and its
Properties, as permitted by the Partnership agreement. In addition, the increase
in  operating  expenses  during the nine  months  ended  September  30, 2001 was
partially due to the Partnership incurring additional state taxes due to changes
in tax laws of a state in which the Partnership conducts business.

         The  increase  in  operating  expenses  during  the nine  months  ended
September 30, 2001 was partially  offset by the fact that during the nine months
ended September 30, 2000, the Partnership  incurred $70,689 in transaction costs
related to the general partners retaining financial and legal advisors to assist
them in  evaluating  and  negotiating  the  proposed  merger  with CNL  American
Properties  Fund, Inc.  ("APF").  On March 1, 2000, the general partners and APF
mutually  agreed to terminate the merger.  No such expenses were incurred during
the nine months ended September 30, 2001.

         During the nine  months  ended  September  30,  2001,  the  Partnership
recorded a  provision  for loss on assets of $56,506  for the  Property in Mount
Airy,  North  Carolina.  The provision  represented  the difference  between the
carrying  value of the  property  at March 31,  2001 and the net sales  proceeds
received  in April 2001 from the sale of this  Property.  No such  amounts  were
recognized during the nine months ended September 30, 2000.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


<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 13, 2001, and incorporated herein by reference.)

               (b)  Reports of Form 8-K

                    No reports on Form 8-K were filed  during the quarter  ended
                    September 30, 2001.


<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 12th day of November, 2001.


                                            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)