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, 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>

                                                                             June 30,               December 31,
                                                                               2003                     2002
                                                                         ------------------      -------------------

 <c>
                              ASSETS

  Real estate properties with operating leases, net                          $  20,848,637            $  21,048,701
  Net investment in direct financing leases                                      5,490,978                5,561,235
  Investment in joint ventures                                                   3,182,596                3,211,480
  Cash and cash equivalents                                                      1,159,834                1,275,846
  Receivables, less allowance for doubtful accounts of $12,598
      and $3,222, respectively                                                      46,849                   76,653
  Accrued rental income                                                          1,986,996                1,932,122
  Other assets                                                                      28,388                   35,964
                                                                         ------------------      -------------------

                                                                             $  32,744,278            $  33,142,001
                                                                         ==================      ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                       $     15,943              $     7,851
  Real estate taxes payable                                                            741                    4,410
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            17,740                   20,593
  Rents paid in advance                                                             68,666                  147,147
  Deferred rental income                                                            22,975                   23,800
                                                                         ------------------      -------------------
      Total liabilities                                                            976,067                1,053,803

  Partners' capital                                                             31,768,211               32,088,198
                                                                         ------------------      -------------------

                                                                             $  32,744,278            $  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                   Six Months Ended
                                                               June 30,                          June 30,
                                                         2003             2002             2003           2002
                                                     -------------    -------------    ------------- ---------------

 <c>
  Revenues:
      Rental income from operating leases               $ 626,645        $ 599,531       $1,253,940     $ 1,197,981
      Earned income from direct financing leases          146,634          133,706          294,919         269,036
      Contingent rental income                             56,708           53,152           93,788         104,083
      Interest and other income                               597            2,448            1,343           4,614
                                                     -------------    -------------    ------------- ---------------
                                                          830,584          788,837        1,643,990       1,575,714
                                                     -------------    -------------    ------------- ---------------

  Expenses:
      General operating and administrative                 62,070           71,378          140,956         152,007
      Property related                                      3,204            7,875            4,623          12,710
      Management fees to related parties                    9,431            9,696           18,517          19,206
      State and other taxes                                    --            4,029           56,240          37,608
      Depreciation and amortization                       100,091           97,921          200,182         194,928
                                                     -------------    -------------    ------------- ---------------
                                                          174,796          190,899          420,518         416,459
                                                     -------------    -------------    ------------- ---------------

  Income Before Equity in Earnings of Joint
      Ventures                                            655,788          597,938        1,223,472       1,159,255

  Equity in Earnings of Joint Ventures                     79,303           75,829          156,545         151,493
                                                     -------------    -------------    ------------- ---------------

  Income from Continuing Operations                       735,091          673,767        1,380,017       1,310,748
                                                     -------------    -------------    ------------- ---------------

  Discontinued Operations:
      Income from discontinued operations                      --           51,941               --          28,783
      Gain on disposal of discontinued operations              --          303,176               --         303,176
                                                     -------------    -------------    ------------- ---------------
                                                               --          355,117               --         331,959
                                                     -------------    -------------    ------------- ---------------

  Net Income                                            $ 735,091       $1,028,884       $1,380,017     $ 1,642,707
                                                     =============    =============    ============= ===============

  Income Per Limited Partner Unit
      Continuing operations                              $   0.18         $   0.17         $   0.35       $    0.33
      Discontinued operations                                  --             0.09               --            0.08
                                                     -------------    -------------    ------------- ---------------

                                                         $   0.18         $   0.26         $   0.35       $    0.41
                                                     =============    =============    ============= ===============

  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,
                                                                               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                                                                    1,380,017               3,332,544
    Distributions ($0.43 and $0.85 per
       limited partner unit, respectively)                                       (1,700,004 )            (3,400,008 )
                                                                        --------------------     -------------------
                                                                                 31,576,277              31,896,264
                                                                        --------------------     -------------------

Total partners' capital                                                      $   31,768,211          $   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>

                                                                                   Six Months Ended
                                                                                       June 30,
                                                                                2003              2002
                                                                           ---------------    --------------

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

       Net Cash Provided by Operating Activities                              $ 1,583,992       $ 1,655,782
                                                                           ---------------    --------------

       Cash Flows from Investing Activities:
          Proceeds from sale of real estate properties                                 --         1,049,863
          Additions to real estate properties with operating leases                    --          (917,956 )
          Increase in restricted cash                                                  --          (129,239 )
                                                                           ---------------    --------------
                 Net cash provided by investing activities                             --             2,668
                                                                           ---------------    --------------

       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                                     (116,012 )         (41,554 )

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

   Cash and Cash Equivalents at End of Period                                 $ 1,159,834        $  744,196
                                                                           ===============    ==============

   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, 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 six months ended June 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,  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  beginning
         after June 15,  2003.  The general  partners  believe  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to 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.

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.


<PAGE>


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


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 six months ended June 30:
<TABLE>
<CAPTION>

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

 <c>
                 Flagstar Enterprises, Inc.                               $  315,782          $  318,600
                 Golden Corral Corporation                                   313,320             314,322
                 LJS Restaurants, Inc. and Long John
                   Silver's, Inc. (under common
                   control)                                                  203,353             201,825
                 Checkers Drive-In Restaurants, Inc.
                                                                             183,060                 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 six months ended June 30:
<TABLE>
<CAPTION>

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

 <c>
                 Hardee's                                                 $  315,782          $  318,600
                 Golden Corral Family Steakhouse Restaurants                 313,320             314,322
                 Long John Silver's and Long John
                   Silver's/A&W Restaurant                                   203,353             201,825
                 Checkers Drive-In Restaurant                                183,060                 N/A
                 Burger King                                                     N/A             211,374
</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 June 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 $1,583,992 and $1,655,782 for the
six months ended June 30, 2003 and 2002,  respectively.  At June 30,  2003,  the
Partnership  had  $1,159,834  in cash  and  cash  equivalents,  as  compared  to
$1,275,846  at December 31, 2002. At June 30, 2003,  these funds were  primarily
held in demand deposit accounts at commercial banks. The funds remaining at June
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 $1,700,004 for each of the six
months ended June 30, 2003 and 2002 ($850,002 for each applicable quarter). This
represents distributions of $0.43 per unit for each of the six months ended June
30, 2003 and 2002 ($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,
2003 and 2002. No amounts distributed to the limited partners for the six months
ended  June 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 of the Partnership,  including distributions payable,
decreased to $976,067 at June 30, 2003,  from  $1,053,803  at December 31, 2002,
primarily  as a result of a decrease in rents paid in advance at June 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.

Results of Operations

         Total rental revenues were $1,548,859 for the six months ended June 30,
2003, as compared to $1,467,017  for the same period in 2002, of which  $773,279
and  $733,237  were  earned  during  the  second   quarter  of  2003  and  2002,
respectively.  The increase in rental revenues during the quarter and six months
ended June 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 August 7, 2003, the Partnership has
continued receiving 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 will have an adverse  effect on the results of  operations of
the  Partnership if the  Partnership is unable to lease the Property in a timely
manner.

         During the six months  ended June 30,  2003 and 2002,  the  Partnership
also earned $93,788 and $104,083,  respectively, in contingent rental income, of
which  $56,708 and $53,152  were  earned  during the second  quarter of 2003 and
2002,  respectively.  The decrease in  contingent  rental  income during the six
months ended June 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
period in 2002.

         During the six months  ended June 30,  2003 and 2002,  the  Partnership
earned  $156,545  and  $151,493,  respectively,  attributable  to the net income
earned by joint  ventures,  of which  $79,303 and $75,829 were earned during the
second  quarter  of 2003 and  2002,  respectively.  Net  income  earned by joint
ventures  during the six months ended June 30, 2003,  as compared to same period
in 2002,  remained  constant,  as there  was no change  in the  leased  Property
portfolio owned by the joint ventures and the tenancies in common.

         During the six months ended June 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  $420,518  and  $416,459  for the six months  ended June 30, 2003 and 2002,
respectively,  of which  $174,796 and $190,899 were  incurred  during the second
quarter of 2003 and 2002,  respectively.  The  increase  in  operating  expenses
during the six months  ended June 30,  2003 was due to an  increase in state tax
expense relating to several states in which the Partnership  conducts  business,
and to an increase in depreciation expense as a result of a Property acquisition
in 2002.  The increase  during the six months ended June 30, 2003 was  partially
offset by, and the decrease during the quarter ended June 30, 2003 was partially
due to, 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 six months ended June
30, 2002,  the  Partnership  recognized a net rental loss (rental  revenues less
Property  related  expenses and  provisions for write-down of assets) of $51,941
and $28,783,  respectively,  relating to these two  Properties.  The Partnership
recorded a  provision  for  write-down  of assets  relating  to the  Property in
Overland Park, Kansas of approximately $105,200 during the six months ended June
30, 2002 in anticipation  of the sale. The provision  represented the difference
between the Property's net carrying value and its estimated fair value.  In June
2002, the  Partnership  sold its Property in Dayton,  Ohio to the tenant,  which
resulted in a gain on disposal  of  discontinued  operations  of  $303,176.  The
Partnership  sold the Property in Overland Park,  Kansas  subsequent to June 30,
2002.

         In January  2003,  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  beginning  after June 15, 2003.  The general  partners  believe
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to 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.


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 June
                 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 8th day of August, 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