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, 1998
                            -------------------------

                                       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            (I.R.S. Employer
of incorporation or organiza-           Identification No.)
tion)


400 E. South Street
Orlando, Florida                               32801
----------------------------            -----------------
(Address of principal                       (Zip Code)
executive offices)


Registrant's telephone number
(including area code)                    (407) 422-1574


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


<PAGE>









                                    CONTENTS






Part I                                                             Page

  Item 1.  Financial Statements:

             Condensed Balance Sheets                              1

             Condensed Statements of Income                        2

             Condensed Statements of Partners' Capital             3

             Condensed Statements of Cash Flows                    4

             Notes to Condensed Financial Statements               5

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                                 6-9

Part II

  Other Information                                                10


<PAGE>



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



                                           June 30,               December 31,
            ASSETS                           1998                     1997
                                          -----------             -----------

Land and buildings on operating
  leases, less accumulated
  depreciation of $1,893,038
  and $1,697,320                          $22,592,900              $22,788,618
Net investment in direct financing
  leases                                    7,864,786                7,910,470
Investment in joint ventures                2,455,231                2,457,810
Cash and cash equivalents                     941,877                  907,980
Receivables, less allowance for
  doubtful accounts of $23,376 in
  1998                                         29,032                   23,946
Prepaid expenses                               19,062                   10,368
Organization costs, less accumu-
  lated amortization of $10,000
  and $9,422                                       -                       578
Accrued rental income                       1,297,186                1,423,820
                                          -----------              -----------

                                          $35,200,074              $35,523,590
                                          ===========              ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                          $     9,069              $     7,671
Accrued real estate taxes payable               2,888                       -
Distributions payable                         850,002                  850,002
Due to related parties                          4,038                    6,791
Rents paid in advance                          66,799                    5,570
                                          -----------              -----------
    Total liabilities                         932,796                  870,034

Partners' capital                          34,267,278               34,653,556
                                          -----------              -----------

                                          $35,200,074              $35,523,590
                                          ===========              ===========




            See accompanying notes to condensed financial statements.

                                        1

<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,
                                                     1998             1997               1998              1997
                                                  ----------       ----------         ----------        -------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  613,911       $  597,361         $1,232,426        $1,209,976
  Adjustments to accrued
    rental income                                   (311,118)              -            (311,118)               -
  Earned income from direct
    financing leases                                 198,185          238,505            415,220           477,650
  Contingent rental income                            75,085           58,019            141,008           105,786
  Interest and other income                           12,991            7,369             33,186            21,285
                                                  ----------       ----------         ----------        ----------
                                                     589,054          901,254          1,510,722         1,814,697
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    40,490           38,796             70,584            81,023
  Professional services                                6,230            4,874             14,635            12,013
  Management fees to
    related parties                                    8,821            8,621             17,774            17,256
  Real estate taxes                                    2,888               -               2,888                -
  State and other taxes                                  231            5,261             16,184            18,301
  Depreciation and
    amortization                                      97,995           98,906            196,413           197,265
                                                  ----------       ----------         ----------        ----------
                                                     156,655          156,458            318,478           325,858
                                                  ----------       ----------         ----------        ----------

Income Before Equity in
  Earnings of Joint
  Ventures and Provision
  for Loss on Land and
  Net Investment in Direct
  Financing Lease                                    432,399          744,796          1,192,244         1,488,839

Equity in Earnings of
  Joint Ventures                                      57,175           39,489            121,482            70,503

Provision for Loss on
  Land and Net Investment
  in Direct Financing Lease                               -           (41,202)                -            (41,202)
                                                  ----------       ----------         ----------         ---------

Net Income                                        $  489,574       $  743,083         $1,313,726        $1,518,140
                                                  ==========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                                $    4,895       $    7,715         $   13,137        $   15,466
  Limited partners                                   484,679          735,368          1,300,589         1,502,674
                                                  ----------       ----------         ----------        ----------

                                                  $  489,574       $  743,083         $1,313,726        $1,518,140
                                                  ==========       ==========         ==========        ==========

Net Income Per Limited
  Partner Unit                                    $     0.12       $     0.18         $     0.33        $     0.38
                                                  ==========       ==========         ==========        ==========

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.

                                        2

<PAGE>



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


                                            Six Months Ended      Year Ended
                                                June 30,         December 31,
                                                  1998               1997
                                            ----------------     --------

General partners:
  Beginning balance                           $   137,207         $   106,517
  Net income                                       13,137              30,690
                                              -----------         -----------
                                                  150,344             137,207
                                              -----------         -----------

Limited partners:
  Beginning balance                            34,516,349          34,911,420
  Net income                                    1,300,589           3,004,937
  Distributions ($0.43 and $0.85
    per limited partner unit,
    respectively)                              (1,700,004)         (3,400,008)
                                              -----------         -----------
                                               34,116,934          34,516,349
                                              -----------         -----------

Total partners' capital                       $34,267,278         $34,653,556
                                              ===========         ===========



            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                     Six Months Ended
                                                          June 30,
                                                  1998              1997
                                              -----------        -----------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating
      Activities                              $ 1,733,901        $ 1,659,408
                                              -----------        -----------

    Cash Flows from Investing
      Activities:
        Investment in joint ventures                   -            (550,000)
        Decrease in restricted cash                    -             550,000
        Loan to tenant                                 -            (190,997)
                                              -----------        -----------
            Net cash used in
              investing activities                     -            (190,997)
                                              -----------        -----------

    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 Increase (Decrease) in Cash and
  Cash Equivalents                                 33,897           (231,593)

Cash and Cash Equivalents at Beginning
  of Period                                       907,980          1,103,568
                                              -----------        -----------

Cash and Cash Equivalents at End of
  Period                                      $   941,877        $   871,975
                                              ===========        ===========

Supplemental Schedule of Non-Cash
  Financing Activities:

    Distributions declared and unpaid
      at end of period                        $   850,002        $   850,002
                                              ===========        ===========



            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1998 and 1997


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter and six months ended June 30, 1998,  may not be  indicative
         of the results  that may be expected  for the year ending  December 31,
         1998.  Amounts as of  December  31,  1997,  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, 1997.

         The general partners are in the process of analyzing the effects of the
         consensus reached by the Financial  Accounting  Standards Board in EITF
         98-9, entitled "Accounting for Contingent Rent in the Interim Financial
         Periods,"  issued in May 1998. The general  partners do not expect that
         the  conclusions  reached in this consensus will have a material effect
         on the Partnership's financial position or results of operations.


                                        5

<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 triple-net  leases,  with the lessees generally  responsible for all repairs
and maintenance,  property taxes, insurance and utilities.  As of June 30, 1998,
the  Partnership  owned 47 Properties,  including two Properties  owned by joint
ventures in which the  Partnership is a co-venturer and three  Properties  owned
with affiliates as tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 1998 and 1997, was cash from  operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received, less cash paid for expenses).  Cash from operations was $1,733,901 and
$1,659,408  for the six months ended June 30, 1998 and 1997,  respectively.  The
increase in cash from  operations  for the six months  ended June 30,  1998,  as
compared to the six months ended June 30, 1997, is primarily a result of changes
in the Partnership's working capital.

         Currently, rental income from the Partnership's Properties are invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to  partners.  At June 30,  1998,  the  Partnership  had $941,877
invested in such short-term investments, as compared to $907,980 at December 31,
1997. The funds remaining at June 30, 1998, after payment of  distributions  and
other  liabilities,  will be used to meet the Partnership's  working capital and
other needs.

         Total liabilities of the Partnership,  including distributions payable,
increased  to $932,796 at June 30,  1998,  from  $870,034 at December  31, 1997,
primarily  as a result of an increase in rents paid in advance at June 30, 1998,
as  compared  to December  31,  1997.  The  general  partners  believe  that the
Partnership  has  sufficient  cash on hand to meet its current  working  capital
needs.

         Based on  current  and future  anticipated  cash from  operations,  the
Partnership  declared  distributions  to the limited  partners of $1,700,004 for
each of the six  months  ended  June  30,  1998  and  1997  ($850,002  for  each
applicable  quarter).  This represents  distributions of $0.43 per unit for each
applicable  six  months  ($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, 1998 and 1997. No amounts distributed to the limited partners for
the six months ended June 30, 1998 and 1997,

                                        6

<PAGE>



Liquidity and Capital Resources - Continued

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  contribution.  The  Partnership  intends to  continue to make
distributions  of cash available for  distribution to the limited  partners on a
quarterly basis.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe that the leases will  continue to generate cash flow in excess
of operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

Results of Operations

         During the six months ended June 30, 1997,  the  Partnership  owned and
leased 43 wholly owned Properties  (including one Property in Orlando,  Florida,
which was sold in October  1997) and during the six months  ended June 30, 1998,
the  Partnership  owned and leased 42 wholly  owned  Properties  to operators of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the six months ended June 30, 1998 and 1997, the Partnership  earned  $1,336,528
and  $1,687,626,  respectively,  in rental income from operating  leases (net of
adjustments to accrued  rental  income) and earned income from direct  financing
leases for these  Properties,  $500,978 and $835,866 of which was earned  during
the quarters ended June 30, 1998 and 1997, respectively.  The decrease in rental
and earned  income  during the quarter and six months  ended June 30,  1998,  as
compared  to the  quarter  and six months  ended June 30,  1997,  was  primarily
attributable  to the fact that in June  1998,  the tenant of the  Properties  in
Philadelphia,  Pennsylvania;  Tampa, Florida and Overland Park, Kansas filed for
bankruptcy and rejected the leases  relating to these  Properties.  As a result,
during the quarter and six months ended June 30, 1998, the Partnership wrote off
approximately  $311,100 of accrued rental income (non-cash accounting adjustment
relating to the  straight-lining  of future  scheduled  rent  increases over the
lease term in accordance with generally  accepted  accounting  principles).  The
Partnership  also  established  an allowance  for doubtful  accounts  during the
quarter and six months ended June 30, 1998, of approximately  $23,400 for rental
and earned income  amounts due from this tenant due to the fact that  collection
of such amounts is  questionable.  The general  partners are  currently  seeking
either replacement  tenants or purchasers for these Properties.  The Partnership
will not  recognize  any rental and earned  income from these  Properties  until
replacement tenants or purchasers for these Properties are located.



                                        7

<PAGE>



Results of Operations - Continued

         Rental and earned  income also  decreased  during the six months  ended
June 30, 1998,  as compared to the six months  ended June 30,  1997,  due to the
fact that in February 1997, the  Partnership  discontinued  charging rent to the
former tenant of the Denny's  Property in Orlando,  Florida,  as a result of the
former  tenant  vacating the  Property.  The  Partnership  sold this Property in
October  1997,  and in December  1997,  reinvested  the net sales  proceeds in a
Property in Miami, Florida, as tenants-in-common, with affiliates of the general
partners.

         During the six months  ended June 30,  1998 and 1997,  the  Partnership
also earned $141,008 and $105,786,  respectively,  in contingent  rental income,
$75,085 and $58,019 of which was earned during the quarters  ended June 30, 1998
and 1997,  respectively.  The increase in  contingent  rental  income during the
quarter and six months ended June 30, 1998,  is  partially  attributable  to the
Partnership  adjusting  estimated  contingent rental amounts accrued at December
31,  1997,  to actual  amounts  during the quarter and six months ended June 30,
1998.  The increase in  contingent  rental  income is also  partially  due to an
increase in gross sales of certain  restaurant  Properties  whose leases require
the payment of contingent rental income.

         During the six months ended June 30, 1997, the  Partnership  also owned
and leased two Properties  indirectly through joint venture arrangements and two
Properties with affiliates of the general partners as tenants-in-common.  During
the six months  ended June 30,  1998,  the  Partnership  owned and leased  three
Properties as tenants-in-common  with affiliates of the general partners and two
Properties  indirectly  through  joint  venture   arrangements.   In  connection
therewith,  during the six months ended June 30, 1998 and 1997, the  Partnership
earned $121,482 and $70,503, respectively, attributable to the net income earned
by these joint  ventures,  $57,175  and  $39,489 of which was earned  during the
quarters ended June 30, 1998 and 1997, respectively.  The increase in net income
earned by these joint ventures  during the quarter and six months ended June 30,
1998,  as  compared  to the  quarter  and six  months  ended June 30,  1997,  is
primarily  attributable  to the fact  that in  December  1997,  the  Partnership
reinvested the net sales proceeds it received from the sale, in October 1997, of
the Property in Orlando,  Florida, in a Property located in Miami, Florida, with
affiliates of the general partners as tenants-in-common.

         Operating expenses,  including  depreciation and amortization  expense,
were  $318,478  and  $325,858  for the six months  ended June 30, 1998 and 1997,
respectively,  of which  $156,655  and $156,458  were  incurred for the quarters
ended June 30, 1998 and 1997, respectively.

         During the quarter and six months ended June 30, 1997, the
Partnership recorded an allowance for loss on land and net
investment in the direct financing lease of $41,202 for financial
reporting purposes relating to a Property in Orlando, Florida.  The


                                        8

<PAGE>



Results of Operations - Continued

loss  represented the difference  between the Property's land carrying value and
the carrying  value of the net  investment  in the direct  financing  lease,  as
compared to the estimated net realizable  value,  based on the anticipated sales
price of this Property from a third party. The Partnership sold this Property in
October 1997.

         The general partners are in the process of analyzing the effects of the
consensus  reached by the  Financial  Accounting  Standards  Board in EITF 98-9,
entitled  "Accounting  for Contingent  Rent in the Interim  Financial  Periods,"
issued in May 1998.  The general  partners  do not expect  that the  conclusions
reached  in this  consensus  will have a  material  effect on the  Partnership's
financial position or results of operations.

                                        9

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults 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 - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended June 30, 1998.

                                       10

<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 11th day of August, 1998.

                           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)