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, 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                     7-10

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                    10
Part II

   Other Information                                                      11-12




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


                                                                             March 31,              December 31,
                                                                               2002                     2001
                                                                         ------------------      -------------------

 <c>
                              ASSETS

  Land and buildings on operating leases, net                                 $ 20,743,283             $ 20,846,368
  Net investment in direct financing leases                                      5,152,472                5,182,644
  Real estate held for sale                                                      1,067,000                1,167,065
  Investment in joint ventures                                                   3,283,572                3,318,655
  Cash and cash equivalents                                                        772,639                  785,750
  Receivables                                                                       19,363                   46,553
  Accrued rental income                                                          1,817,234                1,784,564
  Other assets                                                                       8,083                   17,834
                                                                         ------------------      -------------------

                                                                              $ 32,863,646             $ 33,149,433
                                                                         ==================      ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                         $   18,880                $   5,945
  Real estate taxes payable                                                         13,307                    5,372
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            23,142                   15,534
  Rents paid in advance and deposits                                                13,796                   91,470
  Deferred rental income                                                            25,036                   25,448
                                                                         ------------------      -------------------
      Total liabilities                                                            944,163                  993,771

  Partners' capital                                                             31,919,483               32,155,662
                                                                         ------------------      -------------------

                                                                              $ 32,863,646             $ 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
                                                                                      March 31,
                                                                                2002              2001
                                                                           ---------------    --------------

 <c>
Revenues:
    Rental income from operating leases                                         $ 607,891         $ 584,213
    Earned income from direct financing leases                                    135,330           178,034
    Contingent rental income                                                       61,773            35,719
    Interest and other income                                                       2,166            12,221
                                                                           ---------------    --------------
                                                                                  807,160           810,187
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           68,101           123,380
    Provision for doubtful accounts                                                    --             5,799
    Professional services                                                          17,364            29,859
    Management fees to related parties                                              9,510             8,742
    State and other taxes                                                          33,579            54,489
    Depreciation and amortization                                                 103,438            96,859
    Provision for write-down of assets                                                 --            56,506
                                                                           ---------------    --------------
                                                                                  231,992           375,634
                                                                           ---------------    --------------

Income Before Equity in Earnings of Joint Ventures                                575,168           434,553

Equity in Earnings of Joint Ventures                                               75,664            60,649
                                                                           ---------------    --------------

Income from Continuing Operations                                                 650,832           495,202
                                                                           ---------------    --------------

Discontinued Operations (Note 3):
    Income from discontinued operations, net                                       68,184            37,804
    Loss on disposal of discontinued operations, net                             (105,193 )              --
                                                                           ---------------    --------------
                                                                                  (37,009 )          37,804
                                                                           ---------------    --------------

Net Income                                                                      $ 613,823         $ 533,006
                                                                           ===============    ==============

Income (Loss) Per Limited Partner Unit
    Continuing operations                                                        $   0.16          $   0.12
    Discontinued operations                                                         (0.01 )            0.01
                                                                           ---------------    --------------

Total                                                                            $   0.15          $   0.13
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           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>

                                                         Quarter Ended           Year Ended
                                                           March 31,            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                                                    613,823             2,835,821
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                       (850,002 )          (3,400,008 )
                                                       -------------------    ------------------
                                                               31,727,549            31,963,728
                                                       -------------------    ------------------

Total partners' capital                                      $ 31,919,483          $ 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>

                                                                                  Quarter Ended
                                                                                    March 31,
                                                                              2002              2001
                                                                         ---------------    --------------

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

    Net Cash Provided by Operating Activities                                 $ 836,891         $ 962,459
                                                                         ---------------    --------------

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

Net (Decrease) Increase in Cash and Cash Equivalents                            (13,111 )         112,457

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

Cash and Cash Equivalents at End of Quarter                                   $ 772,639         $ 930,688
                                                                         ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                             $ 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 Ended March 31, 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 quarter ended March 31, 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.


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


3.       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,  and from land and building on
         operating  leases,  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 sale, the  Partnership  recorded at March
         31, 2002 a loss on disposal from discontinued operations of $105,193 in
         previously  accrued  rental  income and  unamortized  lease  costs.  In
         addition,  the Partnership  stopped recording accrued rental income and
         amortization  of lease costs once the  property was placed up for sale.
         The financial  results for this property are reflected as  Discontinued
         Operations in the accompanying financial statements.

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

                                                                  Quarter Ended March 31,
                                                                 2002                  2001
                                                            ------------------  -------------------

 <c>
            Rental revenues                                        $   38,080            $  38,256
            Other Income                                               31,240                    -
            Expenses                                                   (1,136 )               (452 )
            Loss on disposal of assets                               (105,193 )                  -
                                                            ------------------  -------------------
            Income (loss) from discontinued operations            $   (37,009 )          $  37,804
                                                            ------------------  -------------------
</TABLE>




<PAGE>



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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and existing  restaurants,  as well as properties upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are generally triple-net leases, with the lessees generally  responsible for all
repairs and maintenance,  property taxes,  insurance and utilities.  As of March
31, 2002, the  Partnership  owned 46 Properties,  either  directly or indirectly
through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2002 and 2001 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 $836,891 and
$962,459  for the  quarters  ended  March 31, 2002 and 2001,  respectively.  The
decrease in cash from  operations  for the  quarter  ended  March 31,  2002,  as
compared to the quarter ended March 31, 2001,  was primarily a result of changes
in the Partnership's working capital.

         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 March 31, 2002, the Partnership had $772,639
invested in such short-term investments, as compared to $785,750 at December 31,
2001. The funds remaining at March 31, 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 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  $850,002  for each of the
quarters ended March 31, 2002 and 2001. 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, 2002 and 2001. No amounts  distributed
to the  limited  partners  for the  quarters  ended  March 31, 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,
decreased  to $944,163 at March 31,  2002,  from  $993,771 at December 31, 2001,
primarily  as a result of a decrease  in rents paid in advance  and  deposits at
March 31, 2002, as compared to December 31, 2001. Liabilities at March 31, 2002,
to the extent they exceed cash and cash  equivalents at March 31, 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

         During the quarter  ended March 31,  2001,  the  Partnership  owned and
leased 40 wholly  owned  Properties  (including  one  Property  sold in 2001 and
excluding  one Property  which was  classified  as real estate held for sale) to
operators of fast-food and family-style  restaurant  chains.  During the quarter
ended  March  31,  2002,  the  Partnership  owned and  leased  39  wholly  owned
Properties  (excluding one Property which was classified as real estate held for
sale)  to  operators  of  fast-food  and  family-style   restaurant  chains.  In
connection  therewith,  during the quarters  ended March 31, 2002 and 2001,  the
Partnership earned  $743,221and  $762,247,  respectively,  in rental income from
operating  leases and earned  income  from  direct  financing  leases from these
Properties.  The decrease in rental and earned  income  during the quarter ended
March 31, 2002, as compared to the quarter  ended March 31, 2001,  was primarily
due to the fact that the  Partnership  sold its  Property in Mount  Airy,  North
Carolina  in April  2001.  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.

         For the quarters  ended March 31, 2002 and 2001, the  Partnership  also
earned  $61,773 and $35,719,  respectively,  in contingent  rental  income.  The
increase in contingent rental income during the quarter ended March 31, 2002, as
compared to the quarter ended March 31, 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 quarters ended March 31, 2002 and 2001, the Partnership also
earned $2,166 and $12,221, respectively, in interest and other income.

         During the quarters ended March 31, 2002 and 2001, 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. During the quarter ended March 31, 2002, the Partnership also
owned  and  leased  one  additional  Property  with  affiliates  of the  general
partners,  as  tenants-in-common.  In connection  therewith,  during the quarter
ended March 31,  2002 and 2001,  the  Partnership  earned  $75,664 and  $60,649,
respectively, attributable to the net income earned by these joint ventures. The
increase  in net  income  earned by  unconsolidated  joint  ventures  during the
quarter  ended March 31, 2002,  as compared to the quarter ended March 31, 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 $231,992 and $375,634 for the quarters
ended March 31, 2002 and 2001, respectively.  The decrease in operating expenses
during the quarter  ended March 31, 2002, as compared to the quarter ended March
31, 2001,  was partially  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 quarter ended March 31,
2002, was due to a decrease in state taxes.  The decrease in operating  expenses
during the quarter  ended March 31, 2002, as compared to the quarter ended March
31, 2001, was also partially due to the fact that during the quarter ended March
31, 2001,  the  Partnership  incurred  expenses  such as legal fees  relating to
several Properties with tenants who experienced financial difficulties.

         Operating  expenses were higher during the quarter ended March 31, 2001
as  compared  to the  quarter  ended  March  31,  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 the net sales
proceeds received in April 2001 from the sale of this Property.

         In April,  2002,  the  Partnership  entered into an  agreement  with an
unrelated  third  party to sell the  property  in  Overland  Park,  Kansas.  The
Partnership  expects  to use  the  proceeds  from  the  sale to  reinvest  in an
additional income producing Property.  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,  and from land and building on operating
leases,  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
sale,  the  Partnership  recorded  at March  31,  2002 a loss on  disposal  from
discontinued  operations  of $105,193 in  previously  accrued  rental income and
unamortized  lease costs. In addition,  during the quarter ended March 31, 2002,
the   Partnership   suspended  the  recording  of  accrued   rental  income  and
amortization  of lease costs upon placing the  property up for sale.  During the
quarter  ended March 31, 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 this Property. The Partnership recognized net rental income (loss), less
Property  related  expenses,  amounting  to ($37,009)  and  $37,804,  during the
quarters ended March 31, 2002 and 2001, respectively, relating to this Property.
The amounts were reclassified to Discontinued Operations.

         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.


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 March 31, 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 14th day of May, 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)