FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

               For the quarterly period ended September 30, 2002
   --------------------------------------------------------------------------

                                       OR

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

For the transition period from ____________________ to ______________________


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


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


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


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


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


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

<page>

                                    CONTENTS





Part I                                                                 Page

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                              1

                  Condensed Statements of Income                        2

                  Condensed Statements of Partners' Capital             3

                  Condensed Statements of Cash Flows                    4

                  Notes to Condensed Financial Statements               5-6

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

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                  9

   Item 4.   Controls and Procedures                                    10

Part II

   Other Information                                                    11-12

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

<TABLE>
<CAPTION>



                                                                           September 30,            December 31,
                                                                               2002                     2001
                                                                         ------------------      -------------------

 <c>
                              ASSETS

  Land and buildings on operating leases, net                                $  21,148,732            $  20,079,603
  Net investment in direct financing leases                                      5,595,114                5,182,644
  Real estate held for sale                                                             --                1,921,589
  Investment in joint ventures                                                   3,217,132                3,318,655
  Cash and cash equivalents                                                      1,161,354                  785,750
  Receivables, less allowance for doubtful accounts of $1,517
      in 2002                                                                       30,868                   46,040
  Due from related parties                                                           9,132                      513
  Accrued rental income                                                          1,898,402                1,796,805
  Other assets                                                                      34,286                   17,834
                                                                         ------------------      -------------------

                                                                             $  33,095,020            $  33,149,433
                                                                         ==================      ===================



                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                       $     22,019              $     5,945
  Real estate taxes payable                                                          2,940                    5,372
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            29,093                   15,534
  Rents paid in advance and deposits                                                    --                   91,470
  Deferred rental income                                                            24,212                   25,448
                                                                         ------------------      -------------------
      Total liabilities                                                            928,266                  993,771

  Partners' capital                                                             32,166,754               32,155,662
                                                                         ------------------      -------------------

                                                                             $  33,095,020            $  33,149,433
                                                                         ==================      ===================
</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                   Quarter Ended                  Nine Months Ended
                                                                   September 30,                    September 30,
                                                               2002             2001            2002             2001
                                                           -------------    -------------  ---------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                       $ 628,444        $ 579,417      $ 1,826,425     $  1,738,391
    Earned income from direct financing leases                  134,900          153,409          403,936          487,936
    Contingent rental income                                     67,460           40,538          171,543          126,757
    Interest and other income                                       634            4,627            5,248           23,376
                                                           -------------    -------------  ---------------  ---------------
                                                                831,438          777,991        2,407,152        2,376,460
                                                           -------------    -------------  ---------------  ---------------

Expenses:
    General operating and administrative                         64,652           39,667          216,659          259,556
    Property expenses                                             5,490           16,638           18,200           34,328
    Management fees to related parties                            8,612            9,334           27,818           27,245
    State and other taxes                                            --               --           37,608           57,077
    Depreciation and amortization                               100,009           90,880          294,937          272,640
    Provision for write-down of assets                               --               --               --           56,506
                                                           -------------    -------------  ---------------  ---------------
                                                                178,763          156,519          595,222          707,352
                                                           -------------    -------------  ---------------  ---------------

Income Before Equity in Earnings of Joint Ventures              652,675          621,472        1,811,930        1,669,108

Equity in Earnings of Joint Ventures                             76,297           89,994          227,790          229,434
                                                           -------------    -------------  ---------------  ---------------

Income from Continuing Operations                               728,972          711,466        2,039,720        1,898,542
                                                           -------------    -------------  ---------------  ---------------

Discontinued Operations (Note 4):
    Income from discontinued operations, net                    162,119           46,178          296,095          160,577
    Gain on disposal of discontinued operations, net             27,300               --          225,283               --
                                                           -------------    -------------  ---------------  ---------------
                                                                189,419           46,178          521,378          160,577
                                                           -------------    -------------  ---------------  ---------------

Net Income                                                    $ 918,391        $ 757,644      $ 2,561,098     $  2,059,119
                                                           =============    =============  ===============  ===============

Income Per Limited Partner Unit
    Continuing operations                                      $   0.18         $   0.18        $    0.51       $     0.47
    Discontinued operations                                        0.05             0.01             0.13             0.04
                                                           -------------    -------------  ---------------  ---------------

Total                                                          $   0.23         $   0.19        $    0.64       $     0.51
                                                           =============    =============  ===============  ===============

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

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


<page>
                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>


                                                                          Nine Months Ended          Year Ended
                                                                            September 30,           December 31,
                                                                                 2002                   2001
                                                                         ---------------------    ------------------

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

Limited partners:
    Beginning balance                                                              31,963,728            32,527,915
    Net income                                                                      2,561,098             2,835,821
    Distributions ($0.64 and $0.85 per
       limited partner unit, respectively)                                         (2,550,006 )          (3,400,008 )
                                                                         ---------------------    ------------------
                                                                                   31,974,820            31,963,728
                                                                         ---------------------    ------------------

Total partners' capital                                                       $    32,166,754         $  32,155,662
                                                                         =====================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                     2002                2001
                                                                               -----------------    ---------------

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

       Net Cash Provided by Operating Activities                                   $  2,650,401        $ 2,417,299
                                                                               -----------------    ---------------

       Cash Flows from Investing Activities:
          Proceeds from sale of assets                                                2,144,163            947,000
          Additions to land and buildings                                            (1,868,954 )               --
          Investment in joint venture                                                        --           (882,305 )
                                                                               -----------------    ---------------
                 Net cash provided by investing activities                              275,209             64,695
                                                                               -----------------    ---------------

       Cash Flows from Financing Activities:
          Distributions to limited partners                                          (2,550,006 )       (2,550,006 )
                                                                               -----------------    ---------------
                 Net cash used in financing activities                               (2,550,006 )       (2,550,006 )
                                                                               -----------------    ---------------

   Net Increase (decrease) in Cash and Cash Equivalents                                 375,604            (68,012 )

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

   Cash and Cash Equivalents at End of Period                                      $  1,161,354         $  750,219
                                                                               =================    ===============

   Supplemental Schedule of Non-Cash Financing
       Activities:

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

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

<page>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the  quarter and nine  months  ended  September  30,  2002,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2002.  Amounts as of December  31, 2001,  included in the
         financial   statements,   have  been  derived  from  audited  financial
         statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XIII, Ltd. (the  "Partnership") for the year ended December
         31, 2001.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         In June 2002, the Partnership  reinvested the majority of the net sales
         proceeds  from the sale of the property in Dayton,  Ohio, in a property
         in Houston,  Texas at an approximate cost of $918,000.  The Partnership
         acquired this property from CNL Funding 2001-A,  LP, a Delaware limited
         partnership  and an affiliate of the general  partners  (see Note 4 and
         5).

         In September 2002, the  Partnership  reinvested the majority of the net
         sales proceeds from the sale of the property in Overland Park,  Kansas,
         in a property  in Lee's  Summit,  Missouri  at an  approximate  cost of
         $951,000.  The  Partnership  acquired  this property from CNL Net Lease
         Investors,  L.P., a California limited  partnership and an affiliate of
         the general  partners  (see Note 5). The land portion of this  property
         was  classified  as an operating  lease while the building  portion was
         classified as a direct financing lease.

<page>

                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


4.       Discontinued Operations:

         In June 2002, the Partnership sold its property in Dayton,  Ohio to the
         tenant and  received  net sales  proceeds of  approximately  $1,049,900
         resulting  in  a  gain  on  disposal  of  discontinued   operations  of
         approximately  $303,200.  In  August  2002,  the  Partnership  sold its
         Property  in  Overland  Park,  Kansas to an  unrelated  third party and
         received  net  sales  proceeds  of  $1,094,300  resulting  in a loss on
         disposal of  discontinued  operations  of  approximately  $77,900.  The
         financial  results for these  properties are reflected as  Discontinued
         Operations in the accompanying financial statements.

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


                                                                                         Nine Months Ended
                                                   Quarter Ended September 30,             September 30,
                                                      2002               2001           2002           2001
                                                 ---------------     -------------  -------------  -------------

 <c>
          Rental revenues                            $   15,027         $  52,613      $ 126,816      $ 179,872
          Other Income                                       --                --         31,898             --
          Termination Fee Income                        147,750                --        147,750             --
          Expenses                                         (658 )          (6,435 )      (10,369 )      (19,295 )
          Gain on disposal of assets                     27,300                --        225,283             --
                                                 ---------------     -------------  -------------  -------------
          Income from discontinued
               operations                           $   189,419         $  46,178      $ 521,378      $ 160,577
                                                 ===============     =============  =============  =============
</TABLE>

5.       Related Party Transactions:

         In June 2002, the Partnership acquired a property,  in Houston,  Texas,
         from CNL Funding 2001-A,  LP, for approximately  $918,000 (see Note 3).
         CNL Funding  2001-A,  LP, an  affiliate  of the general  partners,  had
         purchased  and  temporarily  held  title  to the  property  in order to
         facilitate  the  acquisition  of the property by the  Partnership.  The
         purchase price paid by the  Partnership  represented the costs incurred
         by CNL Funding 2001-A, LP to acquire and carry the property.

         In September 2002, the Partnership acquired a property in Lee's Summit,
         Missouri, from CNL Net Lease Investors,  L.P. ("NLI") at an approximate
         cost  of  $951,000  (see  Note  3).  During  2002,  and  prior  to  the
         Partnership's  acquisition of this property,  CNL Financial LP Holding,
         LP ("CFN") and CNL Net Lease Investors GP Corp.  ("GP Corp")  purchased
         the  limited  partner's   interest  and  general  partner's   interest,
         respectively,  of NLI. Prior to this  transaction,  an affiliate of the
         Partnership's  general partners owned a 0.1% interest in NLI and served
         as a general  partner of NLI.  The  original  general  partners  of NLI
         waived their rights to benefit from this  transaction.  The acquisition
         price paid by CFN for the limited  partner's  interest was based on the
         portfolio  acquisition price. The Partnership  acquired the property in
         Lee's  Summit,  Missouri  at CFN's cost and did not pay any  additional
         compensation  to CFN for the  acquisition  of this  property.  Each CNL
         entity is an affiliate of the Partnership's general partners.


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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and existing  restaurants,  as well as properties upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are generally triple-net leases, with the lessees generally  responsible for all
repairs  and  maintenance,  property  taxes,  insurance  and  utilities.  As  of
September 30, 2001 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  (which  includes  cash  received from
tenants,  distributions  from joint  ventures,  and  interest  and other  income
received,  less cash paid for expenses) was  $2,650,401  and  $2,417,299 for the
nine months ended  September  30, 2002 and 2001,  respectively.  The increase in
cash from operating  activities for the nine months ended September 30, 2002, as
compared to the nine months ended September 30, 2001, was a result of changes in
the  Partnership's  working  capital  and  changes  in income and  expenses,  as
described below.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 2002.

         In June 2002, the Partnership sold its Property in Dayton,  Ohio to the
tenant and received net sales proceeds of approximately  $1,049,900 resulting in
a gain on disposal of  discontinued  operations of  approximately  $303,200.  In
addition,  in June 2002,  the  Partnership  reinvested the majority of these net
sales proceeds in a Property in Houston,  Texas.  The Partnership  acquired this
Property from CNL Funding  2001-A,  LP, a Delaware  limited  partnership  and an
affiliate of the general  partners.  CNL Funding  2001-A,  LP had  purchased and
temporarily held title to the Property in order to facilitate the acquisition of
the  Property by the  Partnership.  The purchase  price paid by the  Partnership
represented  the costs incurred by CNL Funding  2001-A,  LP to acquire and carry
the Property.  The general partners believe that this transaction,  or a portion
thereof,  relating  to  the  sale  of the  Property  in  Dayton,  Ohio  and  the
reinvestment  of the net sales  proceeds,  described  above,  will  qualify as a
like-kind   transaction   for  federal  income  tax  purpose.   The  Partnership
anticipates its distributions  will be sufficient to enable the limited partners
to pay federal and state income taxes, if any (at a level reasonably  assumed by
the general partners), resulting from the transaction.

         In August 2002,  the  Partnership  sold its Property in Overland  Park,
Kansas  to  an  unrelated  third  party  and  received  net  sales  proceeds  of
approximately  $1,094,300  resulting  in a  loss  on  disposal  of  discontinued
operations  of  approximately  $77,900.  In  addition,  in September  2002,  the
Partnership reinvested the majority of these net sales proceeds in a Property in
Lee's  Summit,  Missouri.  The  Partnership  acquired this Property from CNL Net
Lease Investors,  L.P. ("NLI") at an approximate cost of $951,000.  During 2002,
and prior to the  Partnership's  acquisition of this property,  CNL Financial LP
Holding,  LP ("CFN") and CNL Net Lease Investors GP Corp. ("GP Corp")  purchased
the limited partner's interest and general partner's interest,  respectively, of
NLI.  Prior to this  transaction,  an  affiliate  of the  Partnership's  general
partners  owned a 0.1%  interest in NLI and served as a general  partner of NLI.
The  original  general  partners of NLI waived their rights to benefit from this
transaction.  The  acquisition  price  paid  by CFN for  the  limited  partner's
interest was based on the portfolio  acquisition price. The Partnership acquired
the  property  in  Lee's  Summit,  Missouri  at  CFN's  cost and did not pay any
additional  compensation to CFN for the  acquisition of this property.  Each CNL
entity is an affiliate of the Partnership's general partners.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,  money  market  accounts,  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions  to the  partners.  At September  30, 2002,  the  Partnership  had
$1,161,354 invested in such short-term  investments,  as compared to $785,750 at
December 31, 2001.  The increase in cash and cash  equivalents  at September 30,
2002,  as compared to December  31, 2001,  was  primarily  due to  approximately
$275,000 in remaining net sales proceeds  pending  reinvestment in an additional
Property.   The  funds  remaining  at  September  30,  2002,  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.

         Total liabilities of the Partnership,  including distributions payable,
were  $928,266 at September  30,  2002,  as compared to $993,771 at December 31,
2001,  primarily as a result of a decrease in rents paid in advance and deposits
at September  30, 2002, as compared to December 31, 2001.  The general  partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions  to the limited  partners of $2,550,006  for each of the
nine months ended  September  30, 2002 and 2001  ($850,002  for each  applicable
quarter).  These represent  distributions of $0.64 per unit for each of the nine
months  ended  September  30, 2002 and 2001 ($0.21 per unit for each  applicable
quarter).  No  distributions  were made to the general partners for the quarters
and nine months ended September 30, 2002 and 2001. No amounts distributed to the
limited  partners for the quarters and nine months ended  September 30, 2002 and
2001 are required to be or have been treated by the  Partnership  as a return of
capital  for  purposes of  calculating  the  limited  partners'  return on their
adjusted  capital  contributions.  The  Partnership  intends to continue to make
distributions  of cash available for  distribution to the limited  partners on a
quarterly basis.

Long-Term Liquidity

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

Results of Operations

         Total  rental  revenues  were  $2,230,361  for the  nine  months  ended
September 30, 2002 as compared to $2,226,327 in the  comparable  period in 2001,
of which  $763,344 and $732,826 were earned during the third quarter of 2002 and
2001, respectively.  The increase in rental revenues during the quarter and nine
months ended  September 30, 2002,  as compared to the same periods in 2001,  was
primarily  due to the  Partnership  reinvesting  the  majority  of the net sales
proceeds in two  Properties  in Houston,  Texas and Lee's Summit,  Missouri,  as
described  above in "Capital  Resources." The increase in rental revenues during
the quarter and nine months ended  September  30, 2002,  as compared to the same
periods of 2001, was partially  offset by the fact that the Partnership sold its
Property in Mount Airy, North Carolina in April 2001.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership  also earned  $171,543 and  $126,757,  respectively,  in  contingent
rental  income,  $67,460 and $40,538 of which were  earned  during the  quarters
ended  September  30, 2002 and 2001,  respectively.  The increase in  contingent
rental  income  during the nine months ended  September 30, 2002, as compared to
the same  period in 2001,  was  primarily  attributable  to an increase in gross
sales for certain  restaurant  Properties  whose  leases  require the payment of
contingent rental income.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership also earned $5,248 and $23,376,  respectively, in interest and other
income, $634 and $4,627 of which were earned during the quarters ended September
30, 2002 and 2001,  respectively.  Interest and other income were higher  during
the nine months  ended  September  30,  2001,  as compared to the same period in
2002, primarily due to higher average cash balances during the nine months ended
September 30, 2001.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership earned $227,790 and $229,434, respectively,  attributable to the net
income earned by joint ventures, $76,297 and $89,994 of which were earned during
the quarters ended  September 30, 2002 and 2001,  respectively.  The decrease in
net income  earned by joint  ventures,  during the quarter and nine months ended
September 30, 2002,  is primarily due to a decrease in contingent  rental income
resulting from lower gross sales from the restaurant Property in Miami, Florida,
the lease of which  requires  the  payment  of  contingent  rental  income.  The
Partnership   owns   approximately   a  48%   interest  in  this   Property  as,
tenants-in-common, with Florida limited partnerships which are affiliates of the
general  partners.  The decrease in net income  earned by  unconsolidated  joint
ventures  during the  quarter and nine  months  ended  September  30,  2002,  as
compared to the same periods in 2001,  was partially  offset by the fact that in
April 2001, the Partnership used the majority of the net sales proceeds received
from the sale of its  Property  in Mount  Airy,  North  Carolina,  to acquire an
interest  in  a  Property  in  Blue  Springs,  Missouri.  The  Partnership  owns
approximately a 41% interest in this Property,  as  tenants-in-common,  with CNL
Income Fund XV, Ltd., a Florida limited partnership and affiliate of the general
partners.

         Operating expenses, including depreciation and amortization expense and
provision  for  write-down  of assets,  were  $595,222 and $707,352 for the nine
months ended  September 30, 2002 and 2001,  respectively,  of which $178,763 and
$156,519 were incurred  during the quarters  ended  September 30, 2002 and 2001,
respectively.  The decrease in operating  expenses  during the nine months ended
September  30,  2002,  as  compared to the same  period in 2001,  was  partially
attributable to a decrease in the costs incurred for administrative expenses for
servicing  the  Partnership  and its  Properties.  In addition,  the decrease in
operating  expenses  during  the nine  months  ended  September  30,  2002,  was
partially  due to a decrease in state tax expense  and lower  Property  expenses
relating  to   properties   with  a  tenant  who  was   experiencing   financial
difficulties; the leases of these properties have been assigned to new tenants.

         Operating  expenses  were also  higher  during  the nine  months  ended
September 30, 2001, as compared to the same period of 2002, due to the fact that
the Partnership recorded a provision for write-down of assets of $56,506 for the
Property in Mount Airy, North Carolina in March 2001. The provision  represented
the  difference  between the carrying  value of the Property and its fair value.
The decrease in operating  expenses  during the nine months ended  September 30,
2002,  was partially  offset by an increase in  depreciation  expense due to the
Property acquisitions described above.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         During the nine  months  ended  September  30,  2002,  the  Partnership
identified and sold two Properties  that met the criteria of this standard.  The
financial results of these Properties were classified as Discontinued Operations
in the accompanying financial statements. The majority of the net sales proceeds
from  the  sales  of  these  Properties  were  reinvested  in  income  producing
Properties.


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  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<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.)

                  99.1     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.)

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

                  (b)      Reports of Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended September 30, 2002.



<page>
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 7th day of November, 2002.


                                            By:CNL INCOME FUND XIII, LTD.
                                               General Partner


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


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

<page>




                    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


        I,  James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund XIII, Ltd. (the
"registrant"), certify that:

        1.  I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  the
            registrant;

        2.  Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

        3.  Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

        4.  The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5.  The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons  performing the  equivalent  function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

        6.  The registrant's  other  certifying  officer and I have indicated in
            this quarterly report whether or not there were significant  changes
            in internal  controls or in other  factors that could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.

Date:  November 7, 2002


/s/ James M. Seneff, Jr.
-------------------------------
James M. Seneff, Jr.
Chief Executive Officer
<page>



                    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

        I, Robert A. Bourne,  President and Treasurer of CNL Realty Corporation,
the corporate  general partner of CNL Income Fund XIII, Ltd. (the  "registrant")
certify that:

        1.  I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  the
            registrant;

        2.  Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

        3.  Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

        4.  The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5.  The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

        6.  The registrant's  other  certifying  officer and I have indicated in
            this quarterly report whether or not there were significant  changes
            in internal  controls or in other  factors that could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.


Date:  November 7, 2002


/s/ Robert A. Bourne
----------------------------
Robert A. Bourne
President and Treasurer


<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.)

              99.1     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.)

              99.2     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.)





<page>







                                 EXHIBIT 99.1





<page>





                                  EXHIBIT 99.2