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, 2003
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to _____________________


                             Commission file number
                                     0-23968
                     ---------------------------------------


                           CNL Income Fund XIII, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                          59-3143094
----------------------------------              -----------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)


450 South Orange Avenue
Orlando, Florida                                            32801
----------------------------------              -----------------------------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number
(including area code)                                 (407) 540-2000
                                                -----------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X


<PAGE>


                                    CONTENTS





Part I                                                               Page
                                                                     ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                             1

                  Condensed Statements of Income                       2

                  Condensed Statements of Partners' Capital            3

                  Condensed Statements of Cash Flows                   4

                  Notes to Condensed Financial Statements              5-6

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

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                 9

   Item 4.   Controls and Procedures                                   9


Part II

   Other Information                                                   10-11




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

<TABLE>
<CAPTION>

                                                                           September 30,            December 31,
                                                                               2003                     2002
                                                                         ------------------      -------------------

 <c>
                              ASSETS

  Real estate properties with operating leases, net                          $  20,748,605            $  21,048,701
  Net investment in direct financing leases                                      5,454,426                5,561,235
  Investment in joint ventures                                                   3,170,693                3,211,480
  Cash and cash equivalents                                                      1,242,073                1,275,846
  Receivables, less allowance for doubtful accounts of $39,619
      and $3,222, respectively                                                      35,902                   76,653
  Accrued rental income                                                          2,005,943                1,932,122
  Other assets                                                                      40,709                   35,964
                                                                         ------------------      -------------------

                                                                             $  32,698,351            $  33,142,001
                                                                         ==================      ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                       $     18,653              $     7,851
  Real estate taxes payable                                                          3,030                    4,410
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            22,245                   20,593
  Rents paid in advance                                                            153,045                  147,147
  Deferred rental income                                                            22,561                   23,800
                                                                         ------------------      -------------------
      Total liabilities                                                          1,069,536                1,053,803

  Partners' capital                                                             31,628,815               32,088,198
                                                                         ------------------      -------------------

                                                                             $  32,698,351            $  33,142,001
                                                                         ==================      ===================

</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,
                                                         2003             2002             2003           2002
                                                     -------------    -------------    ------------- ---------------

 <c>
  Revenues:
      Rental income from operating leases               $ 633,741        $ 628,444       $1,887,681     $ 1,826,425
      Earned income from direct financing leases          145,676          134,900          440,595         403,936
      Contingent rental income                             25,543           67,460          119,331         171,543
      Interest and other income                                --              959            1,343           5,573
                                                     -------------    -------------    ------------- ---------------
                                                          804,960          831,763        2,448,950       2,407,477
                                                     -------------    -------------    ------------- ---------------

  Expenses:
      General operating and administrative                 59,492           69,310          200,448         221,317
      Property related                                      6,738            1,157           11,361          13,867
      Management fees to related parties                    9,054            8,612           27,571          27,818
      State and other taxes                                    40               --           56,280          37,608
      Depreciation and amortization                       100,094          100,009          300,276         294,937
                                                     -------------    -------------    ------------- ---------------
                                                          175,418          179,088          595,936         595,547
                                                     -------------    -------------    ------------- ---------------

  Income Before Equity in Earnings of Joint
      Ventures                                            629,542          652,675        1,853,014       1,811,930

  Equity in Earnings of Joint Ventures                     81,064           76,297          237,609         227,790
                                                     -------------    -------------    ------------- ---------------

  Income from Continuing Operations                       710,606          728,972        2,090,623       2,039,720
                                                     -------------    -------------    ------------- ---------------

  Discontinued Operations:
      Income from discontinued operations                      --          162,119               --         190,902
      Gain on disposal of discontinued operations              --           27,300               --         330,476
                                                     -------------    -------------    ------------- ---------------
                                                               --          189,419               --         521,378
                                                     -------------    -------------    ------------- ---------------

  Net Income                                            $ 710,606        $ 918,391       $2,090,623     $ 2,561,098
                                                     =============    =============    ============= ===============

  Income Per Limited Partner Unit
      Continuing operations                              $   0.18         $   0.18         $   0.52       $    0.51
      Discontinued operations                                  --             0.05               --            0.13
                                                     -------------    -------------    ------------- ---------------

                                                         $   0.18         $   0.23         $   0.52       $    0.64
                                                     =============    =============    ============= ===============

  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,
                                                            2003                     2002
                                                    ---------------------     -------------------

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

Limited partners:
    Beginning balance                                         31,896,264              31,963,728
    Net income                                                 2,090,623               3,332,544
    Distributions ($0.64 and $0.85 per
       limited partner unit, respectively)                    (2,550,006 )            (3,400,008 )
                                                    ---------------------     -------------------
                                                              31,436,881              31,896,264
                                                    ---------------------     -------------------

Total partners' capital                                  $    31,628,815          $   32,088,198
                                                    =====================     ===================
</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,
                                                                                2003              2002
                                                                           ---------------    --------------

 <c>

   Net Cash Provided by Operating Activities                                  $ 2,516,233       $ 2,650,401
                                                                           ---------------    --------------

   Cash Flows from Investing Activities:
       Proceeds from sale of assets                                                    --         2,144,163
       Additions to real estate properties                                             --        (1,868,954 )
       Increase in restricted cash                                                     --          (129,239 )
       Decrease in restricted cash                                                     --           129,239
                                                                           ---------------    --------------
          Net cash provided by investing activities                                    --           275,209
                                                                           ---------------    --------------

   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 Increase (Decrease) in Cash and Cash Equivalents                           (33,773 )         375,604

   Cash and Cash Equivalents at Beginning of Period                             1,275,846           785,750
                                                                           ---------------    --------------

   Cash and Cash Equivalents at End of Period                                 $ 1,242,073       $ 1,161,354
                                                                           ===============    ==============

   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, 2003 and 2002


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter and nine months ended  September 30, 2003,  may
         not be  indicative  of the results  that may be  expected  for the year
         ending December 31, 2003. Amounts as of December 31, 2002,  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, 2002.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
         issued  FASB  Interpretation  No.  46  ("FIN  46"),  "Consolidation  of
         Variable  Interest  Entities"  to expand upon and  strengthen  existing
         accounting  guidance that  addresses  when a company should include the
         assets,  liabilities  and activities of another entity in its financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest  entity be consolidated by a company
         if that company is subject to a majority risk of loss from the variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests. The consolidation
         requirements of FIN 46 apply  immediately to variable interest entities
         created after  January 31, 2003,  and to older  entities,  in the first
         fiscal year or interim  period  ending after  December  15,  2003.  The
         general partners believe adoption of this standard may result in either
         consolidation   or   additional   disclosure    requirements   of   the
         Partnership's   unconsolidated  joint  ventures,  which  are  currently
         accounted for under the equity method.  However,  such consolidation is
         not  expected  to  significantly  impact the  Partnership's  results of
         operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
         Certain Financial  Instruments with Characteristics of both Liabilities
         and Equity"  ("FAS  150").  FAS 150  establishes  standards  for how an
         issuer  classifies  and measures  certain  financial  instruments  with
         characteristics  of both  liabilities and equity.  FAS 150 will require
         issuers to classify  certain  financial  instruments as liabilities (or
         assets  in some  circumstances)  that  previously  were  classified  as
         equity.  One  requirement  of FAS 150 is that  minority  interests  for
         majority  owned finite lived  entities be classified as a liability and
         recorded at fair market value. FAS 150 initially applied immediately to
         all financial  instruments entered into or modified after May 31, 2003,
         and  otherwise  was  effective at the  beginning  of the first  interim
         period beginning after June 15, 2003.  Effective  October 29, 2003, the
         FASB  deferred  implementation  of FAS 150 as it  applies  to  minority
         interests  of  finite  lived   Partnerships.   The  deferral  of  these
         provisions  is expected to remain in effect while these  interests  are
         addressed  in either  Phase II of the  FASB's  Liabilities  and  Equity
         project  or  Phase  II of the  FASB's  Business  Combinations  project;
         therefore,   no  specific  timing  for  the   implementation  of  these
         provisions  has  been  stated.  The  implementation  of  the  currently
         effective   aspects   of  FAS  150  did  not  have  an  impact  on  the
         Partnership's results of operations.


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2003 and 2002


2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Concentration of Credit Risk

         The following  schedule  presents total rental revenues from individual
         lessees,  each  representing  more than ten percent of rental  revenues
         (including the  Partnership's  share of rental  revenues from the joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general  partners),  for each of the nine months ended September
         30:
<TABLE>
<CAPTION>

                                                                  2003                2002
                                                             ----------------    ----------------

 <c>
                 Flagstar Enterprises, Inc.                       $  473,111          $  477,388
                 Golden Corral Corporation                           469,486             470,300
                 LJS Restaurants, Inc. and Long John
                   Silver's, Inc. (under common
                   control)                                          303,213             303,037
                 Checkers Drive-In Restaurants, Inc.                 274,599                 N/A
</TABLE>


         In addition, the following schedule presents total rental revenues from
         individual  restaurant chains,  each representing more than ten percent
         of  rental  revenues  (including  the  Partnership's  share  of  rental
         revenues  from  the  joint   ventures  and  the   properties   held  as
         tenants-in-common with affiliates of the general partners), for each of
         the nine months ended September 30:
<TABLE>
<CAPTION>

                                                               2003                2002
                                                          ----------------    ----------------

 <c>
                 Hardee's                                      $  473,111          $  477,388
                 Golden Corral Family Steakhouse
                   Restaurants                                    469,486             470,300
                 Long John Silver's and Long John
                   Silver's/A&W Restaurant                        303,213             303,037
                 Checkers Drive-In Restaurants                    274,599                 N/A
                 Burger King                                          N/A             314,825
</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant or chain did not represent more than ten percent
         of the Partnership's total rental revenues.

         Although the Partnership's  properties have some geographical diversity
         in the United States and the Partnership's lessees operate a variety of
         restaurant  concepts,  default by any of these  lessees  or  restaurant
         chains  will  significantly  impact the  results of  operations  of the
         Partnership  if the  Partnership is not able to re-lease the properties
         in a timely manner.



<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, 2003 and 2002, the  Partnership  owned 40 Properties  directly and
six   Properties   indirectly   through  joint  venture  or  tenancy  in  common
arrangements.

Capital Resources

         Cash from  operating  activities  was $2,516,233 and $2,650,401 for the
nine months ended  September 30, 2003 and 2002,  respectively.  At September 30,
2003, the Partnership had $1,242,073 in cash and cash  equivalents,  as compared
to  $1,275,846  at December 31, 2002.  At September  30, 2003,  these funds were
primarily  held in  demand  deposit  accounts  at  commercial  banks.  The funds
remaining  at September  30,  2003,  after  payment of  distributions  and other
liabilities,  will be used to invest in an  additional  Property and to meet the
Partnership's working capital needs.

Short-Term Liquidity

         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  generate  net cash  flow in excess of
operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         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 $2,550,006  for each of the
nine months ended  September  30, 2003 and 2002  ($850,002  for each  applicable
quarter).  This represents  distributions of $0.64 per unit for each of the nine
months  ended  September  30, 2003 and 2002 ($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, 2003 and 2002. No amounts distributed to the
limited  partners  for the nine  months  ended  September  30, 2003 and 2002 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,   including  distributions  payable,  increased  to
$1,069,536  at  September  30,  2003,  from  $1,053,803  at December  31,  2002,
primarily as a result of an increase in accounts payable and accrued expenses at
September  30,  2003,  as compared to December 31,  2002.  The general  partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

Long-Term Liquidity

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



<PAGE>


Results of Operations

         Total  rental  revenues  were  $2,328,276  for the  nine  months  ended
September 30, 2003,  as compared to  $2,230,361  for the same period in 2002, of
which  $779,417 and $763,344  were earned  during the third  quarter of 2003 and
2002, respectively.  The increase in rental revenues during the quarter and nine
months ended  September 30, 2003,  as compared to the same periods in 2002,  was
primarily due to the  Partnership  reinvesting  the majority of the net proceeds
from the 2002 sales of the Properties in Dayton, Ohio, and Overland Park, Kansas
in two  Properties,  one in  Houston,  Texas  and the  other  in  Lee's  Summit,
Missouri.

         In December 2002, AmeriKing Corporation, the parent company to National
Restaurant Enterprises, Inc., which is the tenant of the Property in Cincinnati,
Ohio, filed for bankruptcy protection.  As of November 2003, the Partnership has
continued to receive rental  payments  relating to this lease.  While the tenant
has neither  rejected nor affirmed the lease,  there can be no assurance that it
will not be rejected in the future.  The lost  revenues that would result if the
tenant  rejects  this  lease  would  have an  adverse  effect on the  results of
operations  of the  Partnership  if the  Partnership  is unable to re-lease  the
Property in a timely manner.

         During  the  nine  months  ended  September  30,  2003  and  2002,  the
Partnership  also earned  $119,331 and  $171,543,  respectively,  in  contingent
rental income, of which $25,543 and $67,460 were earned during the third quarter
of 2003 and 2002, respectively.  The decrease in contingent rental income during
the nine months and quarter  ended  September  30, 2003, as compared to the same
period  in 2002,  was due to a  reduction  in the  reported  gross  sales of the
restaurants as compared to the same periods in 2002.

         During  the  nine  months  ended  September  30,  2003  and  2002,  the
Partnership earned $237,609 and $227,790, respectively,  attributable to the net
income earned by joint ventures, of which $81,064 and $76,297 were earned during
the third  quarter of 2003 and 2002,  respectively.  Net income  earned by joint
ventures  during the nine  months and  quarter  ended  September  30,  2003,  as
compared to the same periods in 2002, remained fairly constant,  as there was no
change in the leased  Property  portfolio  owned by the joint  ventures  and the
tenancies in common.

         During the nine months  ended  September  30,  2003,  four  lessees (or
groups of affiliated lessees) of the Partnership,  Flagstar  Enterprises,  Inc.,
Golden Corral Corporation,  LJS Restaurants,  Inc. and Long John Silver's, Inc.,
(which are affiliated entities under common control) (hereinafter referred to as
"Long John Silver's,  Inc."),  and Checkers  Drive-In  Restaurants,  Inc.,  each
contributed  more than ten percent of the  Partnership's  total rental  revenues
(including the  Partnership's  share of rental revenues from Properties owned by
joint ventures and Properties  owned with affiliates of the general  partners as
tenants-in-common  arrangements).  It is anticipated  that, based on the minimum
rental payments required by the leases, these four lessees will each continue to
contribute more than ten percent of the Partnership's total rental revenues.  In
addition, four restaurant chains (or dual concept restaurant chains),  Hardee's,
Golden  Corral  Family  Steakhouse  Restaurants  ("Golden  Corral"),  Long  John
Silver's  and  Long  John   Silver's/A&W   Restaurant,   and  Checkers  Drive-In
Restaurants, each accounted for more than ten percent of the Partnership's total
rental  revenues  (including  the  Partnership's  share of rental  revenues from
Properties  owned by joint ventures and Properties  owned with affiliates of the
general  partners as  tenants-in-common  arrangements).  It is anticipated  that
these four  Restaurant  chains  each will  continue to account for more than ten
percent  of the  Partnership's  total  rental  revenues  under  the terms of the
leases. Any failure of these lessees or restaurant chains will materially affect
the  Partnership's  operating results if the Partnership is not able to re-lease
the Properties in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were  $595,936 and $595,547  for the nine months  ended  September  30, 2003 and
2002,  respectively,  of which  $175,418 and $179,088 were  incurred  during the
third quarter of 2003 and 2002, respectively.  While operating expenses in total
remained  constant  during the nine months  ended  September  30, 2003 and 2002,
there was an increase in state tax expense  relating to several  states in which
the Partnership conducts business,  and an increase in depreciation expense as a
result of a Property  acquisition  in 2002.  These  increases  were  offset by a
decrease in the costs  incurred for  administrative  expenses for  servicing the
Partnership and its Properties.

         During the year ended December 31, 2002, the Partnership identified and
sold two  Properties  which were  classified as  Discontinued  Operations in the
accompanying  financial  statements.  During the quarter  and nine months  ended
September  30,  2002,  the  Partnership  recognized  net rental  income  (rental
revenues less Property related expenses and provisions for write-down of assets)
of $162,119 and $190,902,  respectively,  relating to these two  Properties.  In
June 2002, the Partnership sold its Property in Dayton, Ohio which resulted in a
gain on disposal of  discontinued  operations of $303,176.  In August 2002,  the
Partnership sold its Property in Overland Park,  Kansas which resulted in a gain
on disposal of discontinued  operations of $27,300. In anticipation of the sale,
the  Partnership  recorded a provision for write-down of assets relating to this
Property of  approximately  $105,200  during the nine months ended September 30,
2002.  The provision  represented  the  difference  between the  Property's  net
carrying value and its estimated fair value.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued  FASB  Interpretation  No.  46 ("FIN  46"),  "Consolidation  of  Variable
Interest Entities" to expand upon and strengthen  existing  accounting  guidance
that  addresses  when a company  should  include  the  assets,  liabilities  and
activities of another entity in its financial  statements.  To improve financial
reporting by companies  involved with variable  interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable  interest  entity be  consolidated by a company if that
company  is  subject  to a  majority  risk of loss  from the  variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated  financial  statements only if it controlled the entity through
voting interests. The consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created  after  January  31,  2003,  and to  older
entities,  in the first fiscal year or interim  period ending after December 15,
2003.  The general  partners  believe  adoption of this  standard  may result in
either consolidation or additional disclosure  requirements of the Partnership's
unconsolidated  joint  ventures,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity" ("FAS 150"). FAS 150 establishes  standards for how an issuer classifies
and  measures  certain  financial   instruments  with  characteristics  of  both
liabilities  and  equity.  FAS 150 will  require  issuers  to  classify  certain
financial  instruments as  liabilities  (or assets in some  circumstances)  that
previously  were  classified  as  equity.  One  requirement  of FAS  150 is that
minority  interests for majority  owned finite lived entities be classified as a
liability  and  recorded  at  fair  market  value.  FAS  150  initially  applied
immediately to all financial  instruments entered into or modified after May 31,
2003,  and otherwise was effective at the beginning of the first interim  period
beginning  after June 15, 2003.  Effective  October 29, 2003,  the FASB deferred
implementation  of FAS 150 as it applies to minority  interests  of finite lived
Partnerships.  The deferral of these  provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and  Equity  project or Phase II of the FASB's  Business  Combinations  project;
therefore,  no specific timing for the  implementation  of these  provisions has
been stated.  The  implementation of the currently  effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.
<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.  (Included as Exhibit
                      10.5 to Form 10-Q filed with the  Securities  and Exchange
                      Commission on August 14, 2002, and incorporated  herein by
                      reference.)

               31.1   Certification  of Chief  Executive  Officer  of  Corporate
                      General  Partner   Pursuant  to  Rule  13a-14  as  Adopted
                      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                      (Filed herewith.)

               31.2   Certification  of Chief  Financial  Officer  of  Corporate
                      General  Partner   Pursuant  to  Rule  13a-14  as  Adopted
                      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                      (Filed herewith.)

               32.1   Certification  of Chief  Executive  Officer  of  Corporate
                      General  Partner  Pursuant  to 18 U.S.C.  Section  1350 as
                      Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                      of 2002. (Filed herewith.)

               32.2   Certification  of Chief  Financial  Officer  of  Corporate
                      General  Partner  Pursuant  to 18 U.S.C.  Section  1350 as
                      Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                      of 2002. (Filed herewith.)

          (b)Reports of Form 8-K

             No  reports  on Form  8-K  were  filed  during  the  quarter  ended
             September 30, 2003.





<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, 2003.


                                          CNL INCOME FUND XIII, LTD.

                                          By: CNL REALTY CORPORATION
                                              General Partner


                                              By:/s/ James M. Seneff, Jr.
                                                 ----------------------------
                                                 JAMES M. SENEFF, JR.
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


                                              By:/s/ Robert A. Bourne
                                                 ----------------------------
                                                 ROBERT A. BOURNE
                                                 President and Treasurer
                                                 (Principal Financial and
                                                  Accounting Officer)



<PAGE>



                                  EXHIBIT INDEX

Exhibit Number

             (c) Exhibits

                   3.1    Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income Fund XIII, Ltd. (Included as Exhibit 3.2 to
                          Registration  Statement No.  33-53672-01  on Form S-11
                          and incorporated herein by reference.)

                   4.1    Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income Fund XIII, Ltd. (Included as Exhibit 3.2 to
                          Registration  Statement No.  33-53672-01  on Form S-11
                          and incorporated herein by reference.)

                   4.2    Amended and Restated Agreement of Limited  Partnership
                          of CNL Income Fund XIII, Ltd. (Included as Exhibit 4.2
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on March 31, 1994,  incorporated  herein by
                          reference.)

                   10.1   Management  Agreement  between  CNL Income  Fund XIII,
                          Ltd. and CNL Investment  Company  (Included as Exhibit
                          10.1  to Form  10-K  filed  with  the  Securities  and
                          Exchange   Commission   on   March   31,   1994,   and
                          incorporated herein by reference.)

                   10.2   Assignment of Management Agreement from CNL Investment
                          Company to CNL Income Fund Advisors, Inc. (Included as
                          exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                   10.3   Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                   10.4   Assignment  of  Management  Agreement  from  CNL  Fund
                          Advisors,  Inc. to CNL APF Partners,  LP. (Included as
                          Exhibit  10.4 to Form 10-Q filed  with the  Securities
                          and  Exchange  Commission  on  August  13,  2001,  and
                          incorporated herein by reference.)

                   10.5   Assignment  of  Management   Agreement  from  CNL  APF
                          Partners,  LP to CNL Restaurants XVIII, Inc. (Included
                          as Exhibit 10.5 to Form 10-Q filed with the Securities
                          and  Exchange  Commission  on  August  14,  2002,  and
                          incorporated herein by reference.)

                   31.1   Certification of Chief Executive  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                   31.2   Certification of Chief Financial  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                   32.1   Certification of Chief Executive  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

                   32.2   Certification of Chief Financial  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.) 32.1

<PAGE>


                                  EXHIBIT 31.1


<PAGE>

                                  EXHIBIT 31.2

<PAGE>

                                  EXHIBIT 32.1

<PAGE>

                                  EXHIBIT 32.2