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, 1997

                                       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 juris-                (I.R.S. Employer
   diction of incorporation              Identification No.)
      or organization)


400 E. South Street, #500
Orlando, Florida                                32801
   (Address of principal                     (Zip Code)
     executive offices)


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


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


<PAGE>









                                    CONTENTS






Part I                                                           Page

  Item 1.  Financial Statements:

             Condensed Balance Sheets                            1

             Condensed Statements of Income                      2

             Condensed Statements of Partners' Capital           3

             Condensed Statements of Cash Flows                  4

             Notes to Condensed Financial Statements             5-7

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                               8-12


Part II

  Other Information                                              13


<PAGE>



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



                                          September 30,          December 31,
            ASSETS                            1997                   1996
                                          -------------          ------------

Land and buildings on operating
  leases, less accumulated
  depreciation of $1,599,462
  and $1,305,886 and allowance for
  loss on land of $21,431 in 1997          $23,297,632          $23,612,639
Net investment in direct financing
  leases, less allowance on
  impairment of $27,107 in 1997              8,454,038            8,543,916
Investment in joint ventures                 1,524,238              976,531
Cash and cash equivalents                      868,280            1,103,568
Restricted cash                                     -               550,770
Receivables, less allowance for
  doubtful accounts of $230,787
  and $150,734                                 153,978              100,955
Prepaid expenses                                13,445                9,143
Organization costs, less accumu-
  lated amortization of $8,922
  and $7,422                                     1,078                2,578
Accrued rental income, less allow-
  ance for doubtful accounts
  of $75,716 and $72,734                     1,329,108            1,044,970
                                           -----------          -----------

                                           $35,641,797          $35,945,070
                                           ===========          ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                           $     5,148          $     6,340
Accrued and escrowed real estate
  taxes payable                                     -                14,092
Distributions payable                          850,002              850,002
Due to related parties                           8,791                2,594
Rents paid in advance                           98,213               54,105
                                           -----------          -----------
    Total liabilities                          962,154              927,133

Commitment (Note 5)

Partners' capital                           34,679,643           35,017,937
                                           -----------          -----------

                                           $35,641,797          $35,945,070
                                           ===========          ===========






            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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

<TABLE>
<CAPTION>

                                                            Quarter Ended                       Nine Months Ended
                                                            September 30,                       September 30,
                                                     1997             1996               1997              1996
                                                  ----------       ----------         ----------        ----------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  645,571       $  641,863         $1,855,547        $1,855,032
  Earned income from direct
    financing leases                                 179,015          242,868            656,665           684,974
  Contingent rental income                            89,378           68,321            195,164           182,899
  Interest and other income                           17,913           21,263             39,198            43,631
                                                  ----------       ----------         ----------        ----------
                                                     931,877          974,315          2,746,574         2,766,536
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    35,046           40,487            116,069           124,751
  Professional services                                4,520           10,123             16,533            20,879
  Bad debt expense                                   123,862               -             123,862            35,445
  Management fees to
    related parties                                    8,340            8,628             25,596            26,008
  Real estate taxes                                       -             2,124                 -             10,680
  State and other taxes                                   -                -              18,301            16,793
  Depreciation and
    amortization                                      98,418           98,358            295,683           295,075
                                                  ----------       ----------         ----------        ----------
                                                     270,186          159,720            596,044           529,631
                                                  ----------       ----------         ----------        ----------

Income Before Equity in
  Earnings of Joint
  Ventures and Provision
  for Loss on Land and
  Net Investment in Direct
  Financing Lease                                    661,691          814,595          2,150,530         2,236,905

Equity in Earnings of
  Joint Ventures                                      39,217           24,706            109,720            77,231

Provision for Loss on
  Land and Net Investment
  in Direct Financing Lease                           (7,336)              -             (48,538)               -
                                                  ----------       ----------         ----------        ---------

Net Income                                        $  693,572       $  839,301         $2,211,712        $2,314,136
                                                  ==========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                                $    6,977       $    8,393         $   22,443        $   23,141
  Limited partners                                   686,595          830,908          2,189,269         2,290,995
                                                  ----------       ----------         ----------        ----------

                                                  $  693,572       $  839,301         $2,211,712        $2,314,136
                                                  ==========       ==========         ==========        ==========

Net Income Per Limited
  Partner Unit                                    $     0.17       $     0.21         $     0.55        $     0.57
                                                  ==========       ==========         ==========        ==========

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


</TABLE>




            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



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


                                       Nine Months Ended         Year Ended
                                          September 30,         December 31,
                                              1997                  1996
                                       -----------------        -----------

General partners:
  Beginning balance                      $   106,517           $    75,027
  Net income                                  22,443                31,490
                                         -----------           -----------
                                             128,960               106,517
                                         -----------           -----------
Limited partners:
  Beginning balance                       34,911,420            35,111,103
  Net income                               2,189,269             3,200,325
  Distributions ($0.64 and $0.85
    per limited partner unit,
    respectively)                         (2,550,006)           (3,400,008)
                                         -----------           -----------
                                          34,550,683            34,911,420
                                         -----------           -----------

Total partners' capital                  $34,679,643           $35,017,937
                                         ===========           ===========






            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                     Nine Months Ended
                                                       September 30,
                                              1997                   1996
                                          -----------             -----------

Increase (Decrease) in Cash and Cash
  Equivalents:

    Net Cash Provided by Operating
      Activities                          $ 2,511,698             $ 2,540,115
                                          -----------             -----------

    Cash Flows from Investing
      Activities:
        Investment in joint ventures         (550,000)                     -
        Decrease in restricted cash           550,000                      -
        Loan to tenant                       (196,980)                     -
                                          -----------             ----------
            Net cash used in
              investing activities           (196,980)                     -
                                          -----------             ----------

    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 Decrease in Cash and Cash
  Equivalents                                (235,288)                 (9,891)

Cash and Cash Equivalents at Beginning
  of Period                                 1,103,568               1,135,995
                                          -----------             -----------

Cash and Cash Equivalents at End of
  Period                                  $   868,280             $ 1,126,104
                                          ===========             ===========

Supplemental Schedule of Non-Cash
  Financing Activities:

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











            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1997 and 1996


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,  1997,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 1997.  Amounts as of December  31, 1996,  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, 1996.

2.       Land and Buildings on Operating Leases:

         As of September 30, 1997, the  Partnership had established an allowance
         for loss on land in the amount of $21,431 for its  property in Orlando,
         Florida.  The  allowance  represents  the  difference  between  the (i)
         property's  carrying value for the land at September 30, 1997, and (ii)
         the net  realizable  value of the land based on the net sales  proceeds
         received in October 1997 from the sale of the property (see Note 6).

3.       Net Investment in Direct Financing Leases:

         As of September 30, 1997, the  Partnership had established an allowance
         for loss in the amount of $27,107 for its property in Orlando, Florida.
         The allowance  represents the difference between the (i) carrying value
         of the net  investment in the direct  financing  lease at September 30,
         1997,  and (ii) the net  realizable  value of the net investment in the
         direct  financing  lease  based on the net sales  proceeds  received in
         October 1997 from the sale of the property (see Note 6).


                                        5

<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
                                NOTES  TO  CONDENSED   FINANCIAL   STATEMENTS  -
                            CONTINUED  Quarters and Nine Months Ended  September
                            30, 1997 and 1996


4.       Investment in Joint Ventures:

         In January 1997,  the  Partnership  acquired an  approximate 63 percent
         interest in a Burger King property in Akron, Ohio, as tenants-in-common
         with an affiliate of the general partners. The Partnership accounts for
         its  investment  in this  property  using the equity  method  since the
         Partnership  shares control with an affiliate,  and amounts relating to
         its investment are included in investment in joint ventures.

         The following presents the combined,  condensed  financial  information
         for all of the Partnership's investments in joint ventures at:

                                                September 30,       December 31,
                                                    1997                1996
                  Land and buildings on
                    operating leases,
                    less accumulated
                    depreciation                 $2,318,961          $1,482,503
                  Net investment in direct
                    financing leases                365,319             367,661
                  Cash                               24,390              21,173
                  Receivables                         1,542               6,412
                  Prepaid expenses                      278                 255
                  Accrued rental income              92,732              51,745
                  Liabilities                        26,380              28,121
                  Partners' capital               2,776,842           1,901,628
                  Revenues                          260,664             216,960
                  Net income                        210,555             145,851

         The Partnership  recognized  income totalling  $109,720 and $77,231 for
         the nine months ended September 30, 1997 and 1996,  respectively,  from
         these joint  ventures,  $39,217 and $24,706 of which was earned  during
         the quarters ended September 30, 1997 and 1996, respectively.










                                        6

<PAGE>



                           CNL INCOME FUND XIII, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


5.       Commitment:

         In February  1997,  the  Partnership  entered  into a purchase and sale
         agreement  with a third party to sell the Denny's  property in Orlando,
         Florida.  The sale of the  property  occurred in October 1997 (see Note
         6).

6.       Subsequent Event:

         In October 1997, the Partnership sold its property in Orlando, Florida,
         to a third  party for  $953,371  and  received  net sales  proceeds  of
         $932,849,  resulting  in a loss  of  $48,538  for  financial  reporting
         purposes. The Partnership intends to reinvest the net sales proceeds in
         a replacement property.

                                        7

<PAGE>



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

         CNL Income Fund XIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized  on September  25,  1992,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and existing  restaurants,  as well as properties upon which restaurants were to
be constructed  (the  "Properties"),  which are leased primarily to operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are triple-net  leases,  with the lessees generally  responsible for all repairs
and maintenance,  property taxes,  insurance and utilities.  As of September 30,
1997, the  Partnership  owned 47 Properties,  including two Properties  owned by
joint  ventures in which the  Partnership  is a co-venturer  and two  Properties
owned with affiliates as tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30, 1997 and 1996,  was cash from  operations  (which  includes  cash
received from tenants, distributions from joint ventures, and interest and other
income  received,  less  cash  paid for  expenses).  Cash  from  operations  was
$2,511,698 and $2,540,115 for the nine months ended September 30, 1997 and 1996,
respectively.  The  decrease in cash from  operations  for the nine months ended
September 30, 1997, as compared to the nine months ended  September 30, 1996, is
primarily a result of changes in income and expenses as discussed in "Results of
Operations" below and changes in the Partnership's working capital.

         In January 1997, the  Partnership  reinvested the net sales proceeds it
received from the sale, in November 1996, of the Property in Richmond, Virginia,
in a Burger King  Property  located in Akron,  Ohio,  with an  affiliate  of the
general partners as tenants-in-common.  In connection therewith, the Partnership
and the affiliate  entered into an agreement whereby each co-venturer will share
in the  profits  and losses of the  Property  in  proportion  to its  applicable
percentage  interest.  As of  September  30,  1997,  the  Partnership  owned  an
approximate 63 percent interest in this Property.

         In February  1997,  the  Partnership  entered  into a purchase and sale
agreement with a third party to sell the Denny's  Property in Orlando,  Florida.
In connection  therewith,  the  Partnership  advanced  $196,980 which were to be
reimbursed upon the sale of the Property.  In October 1997, the Partnership sold
this  Property  for  $953,371  and  received  net sales  proceeds  of  $932,849,
resulting in a loss of $48,538 for financial reporting  purposes.  In connection
with the sale, the Partnership  recovered  $127,843 of the amounts advanced.  At
September  30, 1997,  the  Partnership  wrote-off the  unrecoverable  balance of
$69,137 relating to these advances.  The Partnership intends to reinvest the net
sales proceeds in a replacement  Property or use the funds for other Partnership
purposes.


                                        8

<PAGE>



Liquidity and Capital Resources - Continued

         Currently,  cash  reserves and rental  income from the Part-  nership's
Properties  are invested in money market  accounts or other  short-term,  highly
liquid  investments   pending  the  Partnership's  use  of  such  funds  to  pay
Partnership  expenses or to make  distributions  to partners.  At September  30,
1997, the Partnership had $868,280 invested in such short-term  investments,  as
compared to  $1,103,568  at December  31,  1996.  The  decrease in cash and cash
equivalents  during the nine months ended  September  30, 1997, is primarily the
result  of the  Partnership  advancing  $196,980  in  connection  with  the sale
agreement for the Denny's Property in Orlando,  Florida, as described above. The
funds remaining at September 30, 1997,  after the payment of  distributions  and
other  liabilities,  will be used to meet the Partnership's  working capital and
other needs.

         Total liabilities of the Partnership,  including distributions payable,
increased to $962,164 at September 30, 1997, from $927,133 at December 31, 1996,
primarily  as a result of an increase  in rents paid in advance  during the nine
months ended  September  30, 1997.  Liabilities  at September  30, 1997,  to the
extent they exceed cash and cash equivalents at September 30, 1997, will be paid
from future cash from operations.

         Based on  current  and future  anticipated  cash from  operations,  the
Partnership  declared  distributions  to the limited  partners of $2,550,006 for
each of the nine months ended  September 30, 1997 and 1996 ($850,002 for each of
the quarters ended September 30, 1997 and 1996).  This represents  distributions
of $0.64  per unit for each  applicable  nine  months  ($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,  1997  and  1996.  No  amounts
distributed  or to be  distributed  to the limited  partners for the nine months
ended  September  30, 1997 and 1996,  are required to be or have been treated by
the  Partnership as a return of capital for purposes of calculating  the limited
partners' return on their adjusted capital contribution. The Partnership intends
to continue to make  distributions  of cash  available for  distribution  to the
limited partners on a quarterly basis.

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

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






                                        9

<PAGE>



Results of Operations

         During the nine months ended September 30, 1996, the Partnership  owned
and leased 44 wholly  owned  Properties  (including  one  Property in  Richmond,
Virginia,  which was sold in  November  1996) and during the nine  months  ended
September 30, 1997, the Partnership  owned and leased 43 wholly owned Properties
to operators of fast-food  and  family-style  restaurant  chains.  In connection
therewith,  during  the nine  months  ended  September  30,  1997 and 1996,  the
Partnership  earned  $2,512,212 and $2,540,006,  respectively,  in rental income
from operating  leases and earned income from direct  financing leases for these
Properties,  $824,586 and $884,731 of which was earned during the quarters ended
September 30, 1997 and 1996,  respectively.  The decrease during the quarter and
nine months ended September 30, 1997, as compared to the quarter and nine months
ended  September  30,  1996,  was  partially   attributable  to  a  decrease  of
approximately  $30,400 and  $80,700,  during the  quarter and nine months  ended
September 30, 1997, respectively, as a result of the fact that in February 1997,
the Partnership  discontinued  charging rent to the former tenant of the Denny's
Property in Orlando,  Florida,  as a result of the former  tenant  vacating  the
Property.  The decrease in rental and earned income during the nine months ended
September 30, 1997, as compared to the nine months ended September 30, 1996, was
partially  offset by the fact that the Partnership  established an allowance for
doubtful  accounts  of  approximately  $14,500  during  the  nine  months  ended
September 30, 1997, as compared to approximately  $54,300 during the nine months
ended  September 30, 1996, for past due rental  amounts  relating to the Denny's
Property in  Orlando,  Florida,  due to  financial  difficulties  the tenant was
experiencing.  The  decrease  was also  offset by the fact that the  Partnership
established an allowance for doubtful  accounts of  approximately  $3,000 during
the nine months ended September 30, 1997, as compared to  approximately  $61,600
during the nine months ended  September  30,  1996,  for accrued  rental  income
amounts  previously  recorded  (due  to the  fact  that  future  scheduled  rent
increases are recognized on a straight-line  basis over the term of the lease in
accordance with generally accepted accounting principles).  The Partnership sold
this  Property in October 1997,  as described  above in  "Liquidity  and Capital
Resources".

         In addition,  the decrease in rental and earned  income for the quarter
and nine months ended  September  30, 1997,  as compared to the quarter and nine
months ended  September  30, 1996,  is partially  attributable  to a decrease of
approximately  $13,000  and  $39,000,  respectively,  due to the  fact  that the
Partnership  sold its  Property in Richmond,  Virginia,  in November  1996.  The
Partnership  reinvested the net sales  proceeds in a Property  located in Akron,
Ohio,  as  tenants-in-common,  with an  affiliate  of the general  partners,  as
described above in "Liquidity and Capital Resources".



                                       10

<PAGE>



Results of Operations - Continued

         During  the  nine  months  ended  September  30,  1997  and  1996,  the
Partnership  also earned  $195,164 and  $182,899,  respectively,  in  contingent
rental income, $89,378 and $68,321 of which was earned during the quarters ended
September 30, 1997 and 1996,  respectively.  The increase in  contingent  rental
income during the quarter and nine months ended September 30, 1997, is primarily
attributable  to an  increase  in gross  sales  relating  to certain  restaurant
Properties required to pay contingent rent.

         For the nine months ended  September 30, 1997 and 1996, the Partnership
owned and leased two Properties  indirectly  through joint venture  arrangements
and one Property with an affiliate as tenants-in-common. In addition, in January
1997, the Partnership entered into an agreement with an affiliate of the general
partners to hold a Property  located in Akron,  Ohio, as  tenants-in-common,  as
described above in "Liquidity and Capital  Resources." In connection  therewith,
during the nine months ended September 30, 1997 and 1996, the Partnership earned
$109,720 and $77,231,  respectively,  attributable to net income earned by these
joint  ventures,  $39,217  and $24,706 of which was earned  during the  quarters
ended  September  30, 1997 and 1996,  respectively.  The  increase in net income
earned by joint ventures  during the quarter and nine months ended September 30,
1997,  is  primarily  due to the fact  that in  January  1997,  the  Partnership
reinvested  the net sales  proceeds it received from the sale, in November 1996,
of the  Property in Richmond,  Virginia,  in a Burger King  Property  located in
Akron, Ohio, with an affiliate of the general partners as tenants-in-common.

         Operating expenses,  including  depreciation and amortization  expense,
were  $596,044 and $529,631  for the nine months  ended  September  30, 1997 and
1996,  respectively,  of which  $270,186  and  $159,720  were  incurred  for the
quarters  ended  September  30,  1997 and 1996,  respectively.  The  increase in
operating  expenses during the quarter and nine months ended September 30, 1997,
is  partially  attributable  to the fact that during the quarter and nine months
ended  September  30,  1997,  the  Partnership  recorded  bad  debt  expense  of
approximately  $54,800,  as compared to  approximately  $35,500  during the nine
months ended  September 30, 1996, for rental and other amounts,  relating to the
Denny's Property in Orlando,  Florida, due to financial  difficulties the tenant
was experiencing. This Property was sold in October 1997, and in anticipation of
the October sale, the Partnership  wrote-off as bad debt expense,  approximately
$69,100 of the advances it made during the nine months ended September 30, 1997,
as  described  above in  "Liquidity  and  Capital  Resources".  The  increase in
operating  expenses during the quarter and nine months ended September 30, 1997,
is partially  offset by the fact that the  Partnership  recorded real estate tax
expense relating to this Property of $2,124 and $10,680,  during the quarter and
nine months  ended  September  30, 1996,  respectively.  No such real estate tax
expense was recorded by the Partnership during the quarter and nine months ended
September  30,  1997,  due to the  fact  that  these  amounts  were  paid by the
purchaser of the Property when the Property was sold in October 1997.

                                       11

<PAGE>



Results of Operations - Continued

         The increase in operating  expenses  during the quarter and nine months
ended  September 30, 1997, was partially  offset by a decrease in accounting and
administrative  expenses  associated  with  operating  the  Partnership  and its
Properties.

         In addition, in June 1997, the Partnership established an allowance for
loss on land and net investment in the direct  financing  lease in the amount of
$41,202, for financial reporting purposes for the Property in Orlando,  Florida.
During the quarter ended  September 30, 1997,  the  Partnership  established  an
additional allowance for loss on land and net investment in the direct financing
lease in the  amount  of  $7,336,  for  financial  reporting  purposes  for this
Property. The total allowance for the Property represents the difference between
(i) the sum of the Property's  land carrying value and the carrying value of the
net investment in the direct  financing lease at September 30, 1997 and (ii) the
net realizable  value of $932,849  received as net sales proceeds in conjunction
with the sale of the  Property  in  October  1997.  The  Partnership  sold  this
Property  in  October  1997,  as  described  above  in  "Liquidity  and  Capital
Resources"  resulting  in a  total  loss  of  $48,538  for  financial  reporting
purposes.

                                       12

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults upon Senior Securities.  Inapplicable.

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

                  Inapplicable.

Item 5.           Other Information.  Inapplicable.

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

                  (a)      Exhibits - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended September 30, 1997.

                                       13

<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 November, 1997.

                           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)