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, 2004
   --------------------------------------------------------------------------

                                       OR

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

For the transition period from _______________________ to _____________________



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


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


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


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


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


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

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


<PAGE>


                                    CONTENTS





Part I                                                                    Page
                                                                          ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                1

                  Condensed Statements of Income                          2

                  Condensed Statements of Partners' Capital               3

                  Condensed Statements of Cash Flows                      4

                  Notes to Condensed Financial Statements                 5-7

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     8-10

   Item 3.   Quantitative and Qualitative Disclosures About Market
                  Risk                                                    10

   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>

 <c>
                                                                             March 31,              December 31,
                                                                               2004                     2003
                                                                         ------------------      -------------------
                              ASSETS

  Real estate properties with operating leases, net                          $  20,384,537            $  20,484,569
  Net investment in direct financing leases                                      5,031,521                5,067,879
  Real estate held for sale                                                        576,297                  577,504
  Investment in joint ventures                                                   3,294,088                3,310,368
  Cash and cash equivalents                                                      1,156,419                1,123,111
  Receivables, less allowance for doubtful accounts
      of $102,085 and $69,401, respectively                                         41,750                   97,948
  Accrued rental income                                                          1,910,406                1,913,104
  Other assets                                                                      21,984                   37,310
                                                                         ------------------      -------------------

                                                                             $  32,417,002            $  32,611,793
                                                                         ==================      ===================

                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                       $     39,174              $    16,519
  Real estate taxes payable                                                          1,433                    5,319
  Distributions payable                                                            850,002                  850,002
  Due to related parties                                                            39,094                   17,178
  Rents paid in advance                                                            170,118                  174,627
  Deferred rental income                                                            21,732                   22,146
                                                                         ------------------      -------------------
      Total liabilities                                                          1,121,553                1,085,791

  Commitment (Note 5)

  Partners' capital                                                             31,295,449               31,526,002
                                                                         ------------------      -------------------

                                                                             $  32,417,002            $  32,611,793
                                                                         ==================      ===================




           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,
                                                                                   2004               2003
                                                                               --------------    ---------------
    Revenues:
        Rental income from operating leases                                       $  612,863         $  622,583
        Earned income from direct financing leases                                   135,600            139,900
        Contingent rental income                                                      29,960             37,080
        Interest and other income                                                      1,334                746
                                                                               --------------    ---------------
                                                                                     779,757            800,309
                                                                               --------------    ---------------

    Expenses:
        General operating and administrative                                          98,607             79,198
        Property related                                                               1,152              1,107
        Management fees to related parties                                             9,348              9,086
        State and other taxes                                                         47,262             56,240
        Depreciation and amortization                                                100,092            100,091
                                                                               --------------    ---------------
                                                                                     256,461            245,722
                                                                               --------------    ---------------

    Income before equity in earnings of unconsolidated
        joint ventures                                                               523,296            554,587

    Equity in earnings of unconsolidated joint ventures                               80,956             77,242
                                                                               --------------    ---------------

    Income from continuing operations                                                604,252            631,829
                                                                               --------------    ---------------

    Discontinued operations:
        Income from discontinued operations                                           15,197             13,097
                                                                               --------------    ---------------

    Net income                                                                    $  619,449         $  644,926
                                                                               ==============    ===============

    Income per limited partner unit:
        Continuing operations                                                      $    0.15          $    0.16
        Discontinued operations                                                           --                 --
                                                                               --------------    ---------------

                                                                                   $    0.15          $    0.16
                                                                               ==============    ===============

    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,
                                                                                  2004                  2003
                                                                           -------------------    ------------------

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

Limited partners:
    Beginning balance                                                              31,334,068            31,896,264
    Net income                                                                        619,449             2,837,812
    Distributions ($0.21 and $0.85 per
       limited partner unit, respectively)                                           (850,002)           (3,400,008)
                                                                           -------------------    ------------------
                                                                                   31,103,515            31,334,068
                                                                           -------------------    ------------------

Total partners' capital                                                        $   31,295,449         $  31,526,002
                                                                           ===================    ==================



           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,
                                                                                2004               2003
                                                                           ---------------    --------------


   Net cash provided by operating activities                                   $  883,310        $  817,411
                                                                           ---------------    --------------

   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 (decrease) in cash and cash equivalents                            33,308           (32,591)

   Cash and cash equivalents at beginning of quarter                            1,123,111         1,275,846
                                                                           ---------------    --------------

   Cash and cash equivalents at end of quarter                                $ 1,156,419       $ 1,243,255
                                                                           ===============    ==============

   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, 2004 and 2003


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter ended March 31, 2004,  may not be indicative of
         the results that may be expected for the year ending December 31, 2004.
         Amounts as of December 31, 2003, 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, 2003.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries.  Application of FIN 46R is
         required in financial statements of public entities that have interests
         in variable  interest entities for periods ending after March 15, 2004.
         The  Partnership  has  adopted  FIN  46R  as of  March  31,  2004.  The
         Partnership  was not the  primary  beneficiary  of a variable  interest
         entity at the time of adoption of FIN 46R,  therefore  the adoption had
         no effect on the balance sheet, partners' capital or net income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


3.       Concentration of Credit Risk

         The following  schedule  presents total rental revenues from individual
         lessees,  each  representing  more  than ten  percent  of total  rental
         revenues  (including the  Partnership's  share of total rental revenues
         from the joint  ventures and the properties  held as  tenants-in-common
         with  affiliates  of the general  partners),  for each of the  quarters
         ended   March   31:
<TABLE>
<CAPTION>

 <c>
                                                                             2004                 2003
                                                                        _____________           __________
                 Golden Corral Corporation                                $  160,035          $  158,075
                 Flagstar Enterprises, Inc.                                  158,991             157,094
                 Long John Silver's, Inc.                                    100,374             103,041
                 Checkers Drive-In Restaurants, Inc.                          90,832              91,520

         In addition, the following schedule presents total rental revenues from
         individual  restaurant chains,  each representing more than ten percent
         of total rental revenues  (including the  Partnership's  share of total
         rental  revenues  from the joint  ventures and the  properties  held as
         tenants-in-common with affiliates of the general partners), for each of
         the quarters ended March 31:

                                                                          2004                2003
                                                                     ----------------    ----------------

                 Golden Corral Buffet and Grill                           $  160,035          $  158,075
                 Hardee's                                                    158,991             157,094
                 Long John Silver's                                          100,374             103,041
                 Checkers Drive-In Restaurant                                 90,832              91,520
</TABLE>

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

4.       Discontinued Operations

         During February 2004, the Partnership  identified for sale its property
         in Blytheville,  Arkansas.  As a result,  the property was reclassified
         from real estate properties with operating leases and net investment in
         direct  financing leases to real estate held for sale. The reclassified
         assets  were  recorded at the lower of their  carrying  amounts or fair
         value, less cost to sell.

         The  following  presents  the  operating  results  of the  discontinued
         operations for this property.

                                                  Quarter Ended
                                                    March 31,
                                          2004                     2003
                                      -----------------      ------------------

           Rental revenues               $      15,197             $    13,097
           Expenses
                                                    --                      --
                                      -----------------      ------------------
           Income from discontinued
               Operations                $      15,197             $    13,097
                                      =================      ==================



<PAGE>


                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003



5.       Commitment

         In February  2004,  the  Partnership  entered into an agreement  with a
         third party to sell the property in Blytheville, Arkansas.


<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, 2003,  the  Partnership  owned 40  Properties  directly  and six  Properties
indirectly through joint venture or tenancy in common arrangements.  As of March
31, 2004 the  Partnership  owned 40  Properties  directly  and seven  Properties
indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         Net cash provided by operating activities was $883,310 and $817,411 for
the quarters ended March 31, 2004 and 2003, respectively.

         At March 31, 2004,  the  Partnership  had  $1,156,419  in cash and cash
equivalents,  as compared to $1,123,111 at December 31, 2003. At March 31, 2004,
these funds were held in a demand  deposit  account at a  commercial  bank.  The
funds  remaining at March 31, 2004,  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.


         In March 2004, the tenant of the Property in Houston,  Texas terminated
the lease,  as permitted by the lease  agreement,  as a result of a right of way
taking.  The  general  partners  are  currently  seeking a new  tenant  for this
Property.  The lost revenues that will result from the vacant Property will have
an adverse  effect on the results of  operations  of the  Partnership  until the
Partnership is able to re-lease the Property.


Short-Term Liquidity

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

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions  to the limited  partners  of  $850,002  for each of the
quarters ended March 31, 2004 and 2003. 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, 2004 and 2003. No amounts  distributed
to the  limited  partners  for the  quarters  ended  March 31, 2004 and 2003 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,
were  $1,121,553  at March 31, 2004,  as compared to  $1,085,791 at December 31,
2003. The general  partners  believe that the Partnership has sufficient cash on
hand to meet its current working capital needs.



<PAGE>



Contractual Obligations, Contingent Liabilities, and Commitments

         In February 2004, the Partnership entered into an agreement to sell the
Property in  Blytheville,  Arkansas.  As of May 3, 2004, the Partnership had not
sold the Property.

Long-Term Liquidity

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

Results of Operations


         Rental  revenues from continuing  operations  decreased to $748,463 for
the  quarter  ended March 31, 2004 as compared to $762,483 in the same period in
2003. In November 2003, a tenant that leases two of the Partnership's Properties
ceased paying full rental payments and began making partial rental payments.  As
of May 3, 2004, the tenant has continued to make partial payments.


         In March 2004, the lease relating to the Property in Lafayette, Indiana
expired.  The  Partnership is currently  seeking a new tenant for this Property.
The lost revenues resulting from the vacant Property will have an adverse effect
on the results of operations of the Partnership until the Partnership is able to
re-lease the Property.


         During the  quarters  ended  March 31, 2004 and 2003,  the  Partnership
earned  $29,960 and $37,080,  respectively,  in contingent  rental  income.  The
decrease in  contingent  rental  income,  during 2004,  was due to a decrease in
reported  gross  sales of  certain  restaurant  Properties,  the leases of which
require the payment of contingent rent.

         During the  quarters  ended  March 31, 2004 and 2003,  the  Partnership
earned $80,956 and $77,242,  respectively,  attributable to net income earned by
unconsolidated  joint  ventures.  The increase is primarily due a new tenancy in
common arrangement invested in by the Partnership in November 2003.

         During  the  quarter  ended  March  31,  2004,   four  lessees  of  the
Partnership,  Flagstar Enterprises,  Inc., Golden Corral Corporation,  Long John
Silver's,  Inc., and Checkers Drive-In Restaurants,  Inc., each contributed more
than 10% of the Partnership's total rental revenues (including the Partnership's
share of total  rental  revenues  from  Properties  owned by joint  ventures and
Properties owned with affiliates of the general partners as  tenants-in-common).
It is anticipated  that,  based on the minimum rental  payments  required by the
leases,  Flagstar  Enterprises,  Inc.,  Golden Corral  Corporation and Long John
Silver's  Inc.   will  each  continue  to  contribute   more  than  10%  of  the
Partnership's  total rental  revenues.  In  addition,  four  restaurant  chains,
Hardee's,  Golden  Corral  Buffet and Grill,  Long John  Silver's  and  Checkers
Drive-In  Restaurants,  each  accounted  for more than 10% of the  Partnership's
total  rental  revenues  (including  the  Partnership's  share of  total  rental
revenues  from  Properties  owned by joint  ventures and  Properties  owned with
affiliates of the general partners as tenants-in-common). It is anticipated that
Hardee's  Golden Corral Buffet and Grill and Long John Silver's will continue to
account for more than 10% of the  Partnership's  total rental revenues under the
terms of the leases.  Any failure of these  lessees or  restaurant  chains could
materially affect the Partnership's  operating results if the Partnership is not
able to re-lease the Properties in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were  $256,461  and  $245,722  for the  quarters  ended March 31, 2004 and 2003,
respectively.  The increase in operating expenses during the quarter ended March
31, 2004 was due to the Partnership  incurring  additional general operating and
administrative expenses, including legal fees. The increase was partially offset
by a decrease  in state tax  expense  relating  to  several  states in which the
Partnership conducts business.
<PAGE>

         During February 2004, the Partnership  identified for sale its Property
in Blytheville,  Arkansas.  As a result, the Property was reclassified from real
estate  properties with operating  leases and net investment in direct financing
leases to real estate held for sale. The reclassified  asset was recorded at the
lower of its  carrying  amounts  or fair  value,  less cost to sell.  During the
quarters  ended March 31, 2004 and 2003, the  Partnership  recognized net rental
income (rental revenues less property related  expenses) of $15,197 and $13,097,
respectively, relating to this Property.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  Application  of FIN 46R is required in financial  statements  of
public  entities that have interests in variable  interest  entities for periods
ending after March 15, 2004. The Partnership has adopted FIN 46R as of March 31,
2004. The  Partnership  was not the primary  beneficiary of a variable  interest
entity at the time of adoption of FIN 46R,  therefore the adoption had no effect
on the balance sheet, partners' capital or net income.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

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


         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.






<PAGE>


                           PART II. OTHER INFORMATION


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

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

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

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

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

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

           (a)    Exhibits

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

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

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

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

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

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

                  10.4 Assignment   of  Management   Agreement   from  CNL  Fund
                       Advisors,  Inc. to CNL APF  Partners,  LP.  (Included  as
                       Exhibit 10.4 to Form 10-Q filed with the  Securities  and
                       Exchange  Commission on August 14, 2001, and incorporated
                       herein by reference.)

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

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

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

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

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

           (b)   Reports of Form 8-K

                  No reports on Form 8-K were filed  during the  quarter  ended
                  March 31, 2004.





<PAGE>



                                   SIGNATURES


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

         DATED this 12th day of May, 2004.


                                CNL INCOME FUND XIII, LTD.



                                By:   CNL REALTY CORPORATION
                                      General Partner


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


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



<PAGE>



                                  EXHIBIT INDEX

Exhibit Number

            (c)   Exhibits

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

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

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

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

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

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

                  10.4 Assignment   of  Management   Agreement   from  CNL  Fund
                       Advisors,  Inc. to CNL APF  Partners,  LP.  (Included  as
                       Exhibit 10.4 to Form 10-Q filed with the  Securities  and
                       Exchange  Commission on August 14, 2001, and incorporated
                       herein by reference.)

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

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

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


<PAGE>



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

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




<PAGE>



                                  EXHIBIT 31.1




<PAGE>













                                  EXHIBIT 31.2




<PAGE>



                                  EXHIBIT 32.1



<PAGE>










                                  EXHIBIT 32.2