FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                 For the quarterly period ended March 31, 2001
   --------------------------------------------------------------------------

                                       OR

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

For the transition period from _________________________ to __________________


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


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


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


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


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


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



<PAGE>


                                    CONTENTS





Part I                                                                 Page
                                                                       ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                               1

                  Condensed Statements of Income                         2

                  Condensed Statements of Partners' Capital              3

                  Condensed Statements of Cash Flows                     4

                  Notes to Condensed Financial Statements                5-6

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

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                   9
Part II

   Other Information                                                     10-11


<PAGE>


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

                                                                              March 31,              December 31,
                                                                                 2001                    2000
                                                                          -------------------     -------------------
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $2,846,600 and $2,749,742,
       respectively                                                             $ 21,060,258            $ 21,157,116
   Net investment in direct financing leases, less
       allowance for loss on assets                                                7,364,691               7,449,706
   Investment in joint ventures                                                    2,435,850               2,434,759
   Cash and cash equivalents                                                         930,688                 818,231
   Receivables, less allowance for doubtful
       accounts of $16,638 and $5,674, respectively                                   12,270                 243,086
   Prepaid expenses                                                                   10,086                  31,227
   Lease costs, less accumulated
       amortization of $4,045 and $3,593, respectively                                31,705                  32,157
   Accrued rental income, less allowance for doubtful
       accounts of $56,594 and $51,618, respectively                               1,727,146               1,682,363
                                                                          -------------------     -------------------

                                                                                  33,572,694              33,848,645
                                                                          ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                               $   95,601              $   38,373
   Escrowed real estate taxes payable                                                  8,035                      --
   Distributions payable                                                             850,002                 850,002
   Due to related parties                                                            133,205                 132,671
   Rents paid in advance and deposits                                                 82,998                 107,750
                                                                          -------------------     -------------------
       Total liabilities                                                           1,169,841               1,128,796

   Partners' capital                                                              32,402,853              32,719,849
                                                                          -------------------     -------------------

                                                                                $ 33,572,694            $ 33,848,645
                                                                          ===================     ===================




           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2001              2000
                                                                           ---------------    --------------
Revenues:
    Rental income from operating leases                                         $ 595,281         $ 610,520
    Earned income from direct financing leases                                    205,221           188,705
    Contingent rental income                                                       35,719            39,866
    Interest and other income                                                      12,221            29,543
                                                                           ---------------    --------------
                                                                                  848,442           868,634
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                          123,380            45,072
    Bad debt expense                                                                5,799             2,584
    Professional services                                                          29,859            15,817
    Management fees to related parties                                              8,742             8,772
    State and other taxes                                                          54,489            21,347
    Depreciation and amortization                                                  97,310           103,846
    Transaction costs                                                                  --            43,483
                                                                           ---------------    --------------
                                                                                  319,579           240,921
                                                                           ---------------    --------------

Income Before Equity in Earnings of Joint Ventures
    and Provision for Loss on Assets                                              528,863           627,713

Equity in Earnings of Joint Ventures                                               60,649            58,228

Provision for loss on assets                                                      (56,506 )              --
                                                                           ---------------    --------------

Net Income                                                                      $ 533,006         $ 685,941
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                              $    --           $    --
    Limited partners                                                              533,006           685,941
                                                                           ---------------    --------------

                                                                                $ 533,006         $ 685,941
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.13          $   0.17
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           4,000,000         4,000,000
                                                                           ===============    ==============


           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                             Quarter Ended           Year Ended
                                                               March 31,            December 31,
                                                                  2001                  2000
                                                           -------------------    ------------------

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

Limited partners:
    Beginning balance                                            $ 32,527,915          $ 32,838,626
    Net income                                                        533,006             3,089,297
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                           (850,002 )          (3,400,008 )
                                                           -------------------    ------------------
                                                                   32,210,919            32,527,915
                                                           -------------------    ------------------

Total partners' capital                                          $ 32,402,853          $ 32,719,849
                                                           ===================    ==================



           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                                  Quarter Ended
                                                                                    March 31,
                                                                              2001              2000
                                                                         ---------------    --------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                 $ 962,459         $ 868,990
                                                                         ---------------    --------------

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

Net Increase in Cash and Cash Equivalents                                       112,457            18,988

Cash and Cash Equivalents at Beginning of Quarter                               818,231           945,802
                                                                         ---------------    --------------

Cash and Cash Equivalents at End of Quarter                                   $ 930,688         $ 964,790
                                                                         ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

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



           See accompanying notes to condensed financial statements.
</TABLE>

<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2001 and 2000


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter ended March 31, 2001,  may not be indicative of the results
         that may be expected for the year ending December 31, 2001.  Amounts as
         of December 31, 2000, 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, 2000.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2001 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


3.       Net Investment in Direct Financing Leases:

         The  following  lists the  components  of the net  investment in direct
         financing leases at:

<TABLE>
<CAPTION>
<S> <C>
                                                           March 31, 2001       December 31, 2000
                                                         -------------------   ---------------------

              Minimum lease payments receivable
                                                               $ 13,312,019           $  13,545,749
              Estimated residual values                           2,555,822               2,555,822
              Less unearned income                               (8,446,644 )            (8,651,865 )
                                                         -------------------   ---------------------
                                                                  7,421,197               7,449,706
              Less allowance for loss on
                   assets                                           (56,506 )                    --
                                                         -------------------   ---------------------

              Net investment in direct
                   financing leases                            $  7,364,691            $  7,449,706
                                                         ===================   =====================
</TABLE>


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2001 and 2000


3.       Net Investment in Direct Financing Leases:

         At March 31, 2001 the  Partnership  recorded an  allowance  for loss on
         assets of $56,506 for the Property in Mount Airy,  North Carolina.  The
         allowance  represented the difference between the carrying value of the
         property at March 31, 2001 and the net sales proceeds received from the
         April 2001 sale of the property (see Note 4).

4.       Subsequent Events:

         In April 2001, the Partnership  sold its Property in Mount Airy,  North
         Carolina and received net sales proceeds of approximately $947,000 (see
         Note 3). Due to the fact that during the  quarter  ended March 31, 2001
         the  Partnership  had recorded an allowance for loss on assets for this
         property  no  additional  gain or loss  was  recognized  for  financial
         reporting  purposes.  In  addition,  in  April  2001,  the  Partnership
         reinvested approximately $877,700 of the net sales proceeds it received
         from  the  sale  in  a   property   in  Blue   Springs,   Missouri   as
         tenants-in-common  with CNL Income  Fund XV,  Ltd.,  a Florida  limited
         partnership  and affiliate of the general  partners.  This property was
         acquired from CNL BB Corp., an affiliate of the general  partners,  who
         had purchased and  temporarily  held title to this property in order to
         facilitate  the  acquisition  of the property by the  Partnership.  The
         purchase price paid by the Partnership represents the costs incurred by
         CNL BB Corp.  to  acquire  and carry the  property,  including  closing
         costs. In connection  therewith,  the  Partnership  entered into a long
         term,  triple-net lease with terms  substantially the same as its other
         leases.


<PAGE>



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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and existing  restaurants,  as well as properties upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are generally triple-net leases, with the lessees generally  responsible for all
repairs and maintenance,  property taxes,  insurance and utilities.  As of March
31, 2001, the Partnership owned 46 Properties,  which included  interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
three   Properties   owned  with   affiliates   of  the   general   partners  as
tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2001 and 2000 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 $962,459 and
$868,990  for the  quarters  ended  March 31, 2001 and 2000,  respectively.  The
increase in cash from  operations  for the  quarter  ended  March 31,  2001,  as
compared to the quarter ended March 31, 2000,  was primarily a result of changes
in the Partnership's working capital.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,  money  market  accounts,  and
certificates  of deposit  with less than a 30-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions  to the partners.  At March 31, 2001, the Partnership had $930,688
invested in such short-term investments, as compared to $818,231 at December 31,
2000. The funds remaining at March 31, 2001,  will be used to pay  distributions
and other liabilities of the Partnership.

         In April 2001,  the  partnership  sold its Property in Mount Airy North
Carolina and received net sales proceeds of approximately  $947,000.  Due to the
fact that during the quarter ended March 31, 2001 the  Partnership  had recorded
an allowance for loss on assets for this  property,  no additional  gain or loss
was recognized for financial reporting purposes.  In April 2001, the Partnership
reinvested  approximately  $877,700  of the net sales  proceeds in a property in
Blue  Springs,  Missouri as tenants in common with CNL Income Fund XV,  Ltd.,  a
Florida limited Partnership and an affiliate of the general partners.

Short-Term Liquidity

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

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from  operations,  the Partnership  declared  distributions to the
limited  partners of $850,002 for each of the quarters  ended March 31, 2001 and
2000.  This  represents  distributions  of $0.21  per  unit for each  applicable
quarter.  No  distributions  were made to the general  partners for the quarters
ended March 31, 2001 and 2000. No amounts  distributed  to the limited  partners
for the  quarters  ended March 31, 2001 and 2000 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,
increased to $1,169,841 at March 31, 2001, from $1,128,796 at December 31, 2000,
primarily as a result of an increase in accounts  payable at March 31, 2001,  as
compared to December 31, 2000. Liabilities at March 31, 2001, to the extent they
exceed  cash  and  cash  equivalents  at  March  31,  2001,  will be  paid  from
anticipated  future cash from  operations,  or in the event the general partners
elect to make additional  capital  contributions  or loans,  from future general
partner's capital contributions or loans.

Long-Term Liquidity

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

Results of Operations

         During the  quarters  ended  March 31, 2001 and 2000,  the  Partnership
owned and leased 41 wholly  owned  Properties  to  operators  of  fast-food  and
family-style  restaurant  chains. In connection  therewith,  during the quarters
ended March 31, 2001 and 2000,  the  Partnership  earned  $800,502 and $799,225,
respectively,  in rental  income from  operating  leases and earned  income from
direct financing leases from these Properties.

         During the quarters ended March 31, 2001 and 2000, the Partnership also
owned and leased two Properties  indirectly  through joint venture  arrangements
and   three   Properties   with   affiliates   of  the   general   partners   as
tenants-in-common.  In connection therewith,  during the quarter ended March 31,
2001 and  2000,  the  Partnership  earned  $60,649  and  $58,228,  respectively,
attributable to the net income earned by these joint ventures.

         Operating expenses,  including  depreciation and amortization  expense,
were  $319,579  and  $240,921  for the  quarters  ended March 31, 2001 and 2000,
respectively.  The increase in operating expenses during the quarter ended March
31,  2001,  as  compared  to the  quarter  ended  March 31 2000,  was  partially
attributable  to an increase in the costs incurred for  administrative  expenses
for  servicing  the  Partnership  and  its  Properties,   as  permitted  by  the
Partnership  agreement.  In addition,  the increase in operating expenses during
the quarter ended March 31, 2001, was partially due to the Partnership incurring
additional  state  taxes  due to  changes  in tax laws of a state  in which  the
Partnership conducts business.

         The increase in operating  expense  during the quarter  ended March 31,
2001, as compared to the quarter ended March 31, 2000, was also partially due to
the fact the  Partnership  incurred  expenses  such as legal  fees  relating  to
several Properties with tenants who experienced financial difficulties.

         The increase in operating  expenses  during the quarter ended March 31,
2001,  was partially  offset by the fact that during the quarter ended March 31,
2000,  the  Partnership  incurred  $43,483 in  transaction  costs related to the
general  partners  retaining  financial  and legal  advisors  to assist  them in
evaluating  and  negotiating  the proposed  merger with CNL American  Properties
Fund,  Inc.  ("APF").  On March 1, 2000,  the general  partners and APF mutually
agreed to  terminate  the merger.  No such  expenses  were  incurred  during the
quarter ended March 31, 2001.

         At March 31, 2001,  the  Partnership  recorded an allowance for loss on
assets of $56,506 for the Property in Mount Airy, North Carolina.  The allowance
represented  the difference  between the carrying value of the property at March
31, 2001 and the net sales proceeds received in April 2001 from the sale of this
Property.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings.   Inapplicable.
            ------------------

Item 2.     Changes in Securities.       Inapplicable.
            --------------------------

Item 3.     Default upon Senior Securities.   Inapplicable.
            -------------------------------

Item 4.     Submission of Matters to a Vote of Security Holders.   Inapplicable.
            ----------------------------------------------------

Item 5.     Other Information.        Inapplicable.
            ------------------

Item 6.     Exhibits and Reports on Form 8-K.
            ---------------------------------

            (a)   Exhibits

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

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

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

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

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

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


<PAGE>



                  (b)      Reports of Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended March 31, 2001.


<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 May, 2001.


                             By:       CNL INCOME FUND XIII, LTD.
                                       General Partner


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


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