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, 2002
   --------------------------------------------------------------------------

                                       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                 5-6

   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
Part II

   Other Information                                                      10


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

<TABLE>
<CAPTION>

                                                                             June 30,               December 31,
                                                                               2002                     2001
                                                                         ------------------      -------------------

 <c>
                              ASSETS

  Land and buildings on operating leases, net                                $  20,803,042            $  20,079,603
  Net investment in direct financing leases                                      5,121,495                5,182,644
  Real estate held for sale                                                      1,067,000                1,921,589
  Investment in joint ventures                                                   3,247,725                3,318,655
  Cash and cash equivalents                                                        744,196                  785,750
  Restricted cash                                                                  128,342                       --
  Receivables, less allowance for doubtful accounts of $1,672
      in 2002                                                                       18,579                   46,553
  Accrued rental income                                                          1,861,510                1,796,805
  Other assets                                                                      32,928                   17,834
                                                                         ------------------      -------------------

                                                                             $  33,024,817            $  33,149,433
                                                                         ==================      ===================



                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                        $     3,703              $     5,945
  Real estate taxes payable                                                          5,471                    5,372
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            21,644                   15,534
  Rents paid in advance and deposits                                                21,009                   91,470
  Deferred rental income                                                            24,624                   25,448
                                                                         ------------------      -------------------
      Total liabilities                                                            926,453                  993,771

  Partners' capital                                                             32,098,364               32,155,662
                                                                         ------------------      -------------------

                                                                             $  33,024,817            $  33,149,433
                                                                         ==================      ===================
</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                  Six Months Ended
                                                                     June 30,                         June 30,
                                                               2002             2001            2002             2001
                                                           -------------    -------------  ---------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                       $ 599,529        $ 584,203      $ 1,197,980     $  1,158,975
    Earned income from direct financing leases                  133,707          156,493          269,036          334,527
    Contingent rental income                                     53,153           61,184          104,083           86,219
    Interest and other income                                     2,450           10,387            4,614           18,749
                                                           -------------    -------------  ---------------  ---------------
                                                                788,839          812,267        1,575,713        1,598,470
                                                           -------------    -------------  ---------------  ---------------

Expenses:
    General operating and administrative                         71,862           82,400          152,007          219,889
    Property expenses                                             7,391               --           12,710           17,691
    Management fees to related parties                            9,696            9,169           19,206           17,911
    State and other taxes                                         4,029            2,588           37,608           57,077
    Depreciation and amortization                                97,922           90,880          194,928          181,760
    Provision for write-down of assets                               --               --               --           56,506
                                                           -------------    -------------  ---------------  ---------------
                                                                190,900          185,037          416,459          550,834
                                                           -------------    -------------  ---------------  ---------------

Income Before Equity in Earnings of Joint Ventures              597,939          627,230        1,159,254        1,047,636

Equity in Earnings of Joint Ventures                             75,829           78,791          151,493          139,440
                                                           -------------    -------------  ---------------  ---------------

Income from Continuing Operations                               673,768          706,021        1,310,747        1,187,076
                                                           -------------    -------------  ---------------  ---------------

Discontinued Operations (Note 5):
    Income from discontinued operations, net                     51,941           62,448          133,976          114,399
    Gain on disposal of discontinued operations, net            303,176               --          197,983               --
                                                           -------------    -------------  ---------------  ---------------
                                                                355,117           62,448          331,959          114,399
                                                           -------------    -------------  ---------------  ---------------

Net Income                                                   $1,028,885        $ 768,469      $ 1,642,706     $  1,301,475
                                                           =============    =============  ===============  ===============

Income Per Limited Partner Unit
    Continuing operations                                      $   0.17         $   0.18        $    0.33       $     0.30
    Discontinued operations                                        0.09             0.01             0.08             0.03
                                                           -------------    -------------  ---------------  ---------------

Total                                                          $   0.26         $   0.19        $    0.41       $     0.33
                                                           =============    =============  ===============  ===============

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>

                                                                           Six Months Ended          Year Ended
                                                                               June 30,             December 31,
                                                                                 2002                   2001
                                                                          --------------------    ------------------

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

Limited partners:
    Beginning balance                                                              31,963,728            32,527,915
    Net income                                                                      1,642,706             2,835,821
    Distributions ($0.43 and $0.85 per
       limited partner unit, respectively)                                         (1,700,004 )          (3,400,008 )
                                                                          --------------------    ------------------
                                                                                   31,906,430            31,963,728
                                                                          --------------------    ------------------

Total partners' capital                                                        $   32,098,364         $  32,155,662
                                                                          ====================    ==================
</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>


                                                                                        Six Months Ended
                                                                                            June 30,
                                                                                     2002                2001
                                                                               -----------------    ---------------

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

       Net Cash Provided by Operating Activities                                   $  1,655,782        $ 1,610,208
                                                                               -----------------    ---------------

       Cash Flows from Investing Activities:
          Proceeds from sale of assets                                                1,049,863            947,000
          Additions to land and building on operating lease                            (917,956 )               --
          Increase in restricted cash                                                  (129,239 )               --
          Investment in joint venture                                                        --           (882,305 )
                                                                               -----------------    ---------------
                 Net cash provided by investing activities                                2,668             64,695
                                                                               -----------------    ---------------

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

   Net Decrease in Cash and Cash Equivalents                                            (41,554 )          (25,101 )

   Cash and Cash Equivalents at Beginning of Period                                     785,750            818,231
                                                                               -----------------    ---------------

   Cash and Cash Equivalents at End of Period                                       $   744,196         $  793,130
                                                                               =================    ===============

   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 Six Months Ended June 30, 2002 and 2001


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 six  months  ended  June 30,  2002,  may not be  indicative  of the
         results  that may be expected  for the year ending  December  31, 2002.
         Amounts as of December 31, 2001, 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, 2001.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         In June 2002, the Partnership  reinvested the majority of the net sales
         proceeds  from the sale of the property in Dayton,  Ohio, in a property
         in Houston,  Texas at an approximate cost of $918,000.  The Partnership
         acquired this property from CNL Funding 2001-A,  LP, a Delaware limited
         partnership and an affiliate of the general partners (see Note 6).

4.       Restricted Cash:

         As of June 30, 2002, a portion of the net sales  proceeds from the sale
         of the  Partnership's  property  in Dayton,  Ohio were being held in an
         interest bearing account pending the release of the funds.
<page>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


5.       Discontinued Operations:

         In April,  2002,  the  Partnership  entered into an  agreement  with an
         unrelated third party to sell the property in Overland Park, Kansas. As
         a result,  the  Partnership  reclassified  the assets  relating to this
         property from direct financing  leases,  land and building on operating
         leases,  and accrued  rental  income to real estate held for sale.  The
         property was recorded at the lower of its carrying amount or fair value
         less  cost  to  sell.  In  connection   with  the  expected  sale,  the
         Partnership recorded a loss on disposal from discontinued operations of
         $105,193 in  previously  accrued  rental income and  unamortized  lease
         costs.

         In June 2002, the Partnership sold its property in Dayton,  Ohio to the
         tenant and  received  net sales  proceeds of  approximately  $1,049,900
         resulting  in  a  gain  on  disposal  of  discontinued   operations  of
         approximately  $303,200. The financial results for these properties are
         reflected as  Discontinued  Operations  in the  accompanying  financial
         statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                      Quarter Ended June 30,         Six Months Ended June 30,
                                                      2002               2001           2002           2001
                                                 ---------------     -------------  -------------  -------------

 <c>
          Rental revenues                            $   53,426         $  68,878      $ 111,789      $ 127,259
          Other Income                                      658                --         31,898             --
          Expenses                                       (2,143 )          (6,430 )       (9,711 )      (12,860 )
          Gain on disposal of assets                    303,176                --        197,983             --
                                                 ---------------     -------------  -------------  -------------
          Income (loss) from discontinued
               operations                           $   355,117         $  62,448      $ 331,959      $ 114,399
                                                 ===============     =============  =============  =============
</TABLE>

6.       Related Party Transactions:

         In June 2002, the Partnership acquired a property,  in Houston,  Texas,
         from CNL  Funding  2001-A,  LP, for a purchase  price of  approximately
         $918,000  (see Note 3). CNL Funding  2001-A,  LP is an affiliate of the
         general partners.  CNL Funding 2001-A, LP had purchased and temporarily
         held title to the property in order to facilitate  the  acquisition  of
         the  property  by the  Partnership.  The  purchase  price  paid  by the
         Partnership represented the costs incurred by CNL Funding 2001-A, LP to
         acquire and carry the property, including closing costs.


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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and existing  restaurants,  as well as properties upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are generally triple-net leases, with the lessees generally  responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
2001 and 2002, the Partnership owned 40 Properties directly.  In addition, as of
June 30, 2001 and 2002, the Partnership owned six Properties  indirectly through
joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2002 and 2001 was cash from operating  activities  (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received,  less cash paid for expenses).  Cash from operating  activities
was  $1,655,782  and $1,610,208 for the six months ended June 30, 2002 and 2001,
respectively.  The increase in cash from operating activities for the six months
ended June 30, 2002,  as compared to the six months  ended June 30, 2001,  was a
result of changes in the Partnership's working capital and changes in income and
expenses, as described below.

         Other sources and uses of capital included the following during the six
months ended June 30, 2002.

         In June 2002, the Partnership sold its Property in Dayton,  Ohio to the
tenant and received net sales proceeds of approximately  $1,049,900 resulting in
a gain on disposal of discontinued  operations of approximately  $303,200 during
the quarter and six months ended June 30, 2002. In addition,  in June 2002,  the
Partnership reinvested the majority of these net sales proceeds in a Property in
Houston,  Texas. The Partnership acquired this Property from CNL Funding 2001-A,
LP, a Delaware limited partnership and an affiliate of the general partners. CNL
Funding 2001-A,  LP had purchased and temporarily  held title to the Property in
order to facilitate  the  acquisition  of the Property by the  Partnership.  The
purchase  price paid by the  Partnership  represented  the costs incurred by CNL
Funding 2001-A, LP to acquire the Property, including closing costs. The general
partners believe that this  transaction,  or a portion thereof,  relating to the
sale of the  Property  in  Dayton,  Ohio and the  reinvestment  of the net sales
proceeds,  described above, will qualify as a like-kind  transaction for federal
income tax  purpose.  The  Partnership  anticipates  its  distributions  will be
sufficient to enable the limited partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the general  partners),  resulting from
the transaction.

         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 June 30, 2002, the  Partnership had $744,196
invested in such short-term investments, as compared to $785,750 at December 31,
2001. The funds  remaining at June 30, 2002,  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 Partnership's operations.

         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 $1,700,004 for each of the six
months ended June 30, 2002 and 2001 ($850,002 for each applicable quarter). This
represents distributions of $0.43 per unit for each of the six months ended June
30, 2002 and 2001 ($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,
2002 and 2001. No amounts  distributed to the limited  partners for the quarters
and six months  ended  June 30,  2002 and 2001 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,
were  $926,453 at June 30,  2002,  as compared to $993,771 at December 31, 2001,
primarily  as a result of a decrease  in rents paid in advance  and  deposits at
June 30, 2002, as compared to December 31, 2001.  Liabilities  at June 30, 2002,
to the extent they exceed cash and cash  equivalents  at June 30, 2002,  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.

Long-Term Liquidity

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

Results of Operations

         Total rental revenues were $1,467,016 for the six months ended June 30,
2002 as  compared  to  $1,493,502  in the  comparable  period of 2001,  of which
$733,236 and $740,696  were earned  during the second  quarter of 2002 and 2001,
respectively.  The decrease in rental revenues during the quarter and six months
ended June 30, 2002, as compared to the same periods of 2001,  was primarily due
to the fact that the Partnership sold its Property in Mount Airy, North Carolina
in April 2001.  Rental  revenues 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.

         For the six months ended June 30, 2002 and 2001, the  Partnership  also
earned $104,083 and $86,219,  respectively, in contingent rental income, $53,153
and $61,184 of which were  earned  during the  quarters  ended June 30, 2002 and
2001,  respectively.  The increase in  contingent  rental  income during the six
months  ended  June 30,  2002,  as  compared  to the same  period  of 2001,  was
primarily  attributable  to an increase  in gross  sales for certain  restaurant
Properties whose leases require the payment of contingent rental income.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
also earned  $4,614 and $18,749,  respectively,  in interest  and other  income,
$2,450 and $10,387 of which were earned during the quarters  ended June 30, 2002
and 2001, respectively.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
earned  $151,493  and  $139,440,  respectively,  attributable  to the net income
earned by these joint ventures,  $75,829 and $78,791 of which were earned during
the  quarters  ended June 30, 2002 and 2001,  respectively.  The increase in net
income earned by unconsolidated  joint ventures during the six months ended June
30, 2002, as compared to the same period of 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 Income Fund XV, Ltd., a Florida limited  partnership
and affiliate of the general partners.

         Operating expenses, including depreciation and amortization expense and
provision  for  write-down  of assets,  were  $416,459  and $550,834 for the six
months  ended  June 30,  2002 and  2001,  respectively,  of which  $190,900  and
$185,037  were  incurred  during  the  quarters  ended  June 30,  2002 and 2001,
respectively.  The  decrease in operating  expenses  during the six months ended
June  30,  2002,  as  compared  to  the  same  period  of  2001,  was  primarily
attributable to a decrease in the costs incurred for administrative expenses for
servicing  the  Partnership  and its  Properties.  In addition,  the decrease in
operating  expenses during the six months ended June 30, 2002, was partially due
to a decrease in state tax expense.  The decrease in operating  expenses  during
the six months ended June 30, 2002, as compared to the same period of 2001,  was
also  partially  due to the fact that during the six months ended June 30, 2001,
the  Partnership  incurred  expenses  such as legal  fees  relating  to  several
Properties with tenants who experienced financial difficulties.

         Operating  expenses  were also higher  during the six months ended June
30,  2001,  as  compared  to the same  period of 2002,  due to the fact that the
Partnership  recorded a provision  for  write-down  of assets of $56,506 for the
Property in Mount Airy, North Carolina in March 2001. The provision  represented
the difference between the carrying value of the Property and its fair value.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         In April,  2002,  the  Partnership  entered into an  agreement  with an
unrelated  third  party  to sell the  property  in  Overland  Park,  Kansas.  In
accordance with Statement of Financial Accounting Standards No. 144, "Accounting
for  the  Impairment  or  Disposal  of  Long-Lived   Assets,"  the   Partnership
reclassified the assets relating to this Property from direct financing  leases,
land and building on operating leases,  and accrued rental income to real estate
held for sale. The property in Overland  Park,  Kansas was recorded at the lower
of its carrying  amount or fair value less cost to sell. In connection  with the
expected sale,  the  Partnership  recorded a loss on disposal from  discontinued
operations of $105,193 in previously accrued rental income and unamortized lease
costs. In addition,  in June 2002, the Partnership  sold its Property in Dayton,
Ohio to the tenant and received net sales proceeds of  approximately  $1,049,900
resulting in a gain on disposal of discontinued  operations of $303,176.  During
the six months ended June 30, 2002, the  Partnership  suspended the recording of
depreciation, accrued rental income and amortization of lease costs upon placing
both  properties  up for sale.  During the six months ended June 30,  2002,  the
Partnership received and recorded as other income $31,240 relating to a right of
way taking in connection with a parcel of land on the Property in Overland Park,
Kansas.  The Partnership  recognized,  in connection with these Properties,  net
rental income (rental revenues less Property  related  expenses) of $133,976 and
$114,399,  during the six months ended June 30, 2002 and 2001, respectively,  of
which  $51,941 and $62,448 were earned  during the quarters  ended June 30, 2002
and 2001,  respectively.  These amounts were reported as Discontinued Operations
in the financial statements.


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.)

                  10.5     Assignment  of  Management  Agreement  from  CNL  APF
                           Partners,  LP to CNL Restaurants  XVIII,  Inc. (Filed
                           herewith.)

                  (b)      Reports of Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended June 30, 2002.


<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 August, 2002.


                                   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)





<page>

                    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

The undersigned, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund XIII, Ltd. (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.




Date:   August 12, 2002                   /s/ James M. Seneff, Jr.
                                          -------------------------------
                                          Name:  James M. Seneff, Jr.
                                          Title: Chief Executive Officer
<page>

                    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

The  undersigned,  Robert A. Bourne,  the  President and Treasurer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund XIII, Ltd. (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.




Date:   August 12, 2002                   /s/ Robert A. Bourne
                                          --------------------------------
                                          Name:  Robert A. Bourne
                                          Title: President and Treasurer
<page>
                                  EXHIBIT INDEX

         Exhibit Number


            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.)

            10.5     Assignment of Management  Agreement  from CNL APF Partners,
                     LP to CNL Restaurants XVIII, Inc. (Filed herewith.)

<page>




                                  EXHIBIT 10.5