UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

 [x] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
 ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       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 Identification No.)
         incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

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

           Securities registered pursuant to Section 12 (b)of the Act:

        Title of each class:              Name of exchange on which registered:
                 None                                 Not Applicable

           Securities registered pursuant to section 12(g) of the Act:

              Units of limited partnership interest ($10 per Unit)
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or 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 if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant registered an offering of 4,000,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


                                     PART I


Item 1.  Business

         CNL Income Fund XIII, Ltd. (the "Registrant" or the "Partnership") is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on  September  25, 1992.  The general  partners of the  Partnership  are
Robert A. Bourne,  James M. Seneff,  Jr. and CNL Realty  Corporation,  a Florida
corporation  (the  "General  Partners").   Beginning  on  March  31,  1993,  the
Partnership offered for sale up to $40,000,000 of limited partnership  interests
(the  "Units")  (4,000,000  Units at $10 per Unit)  pursuant  to a  registration
statement on Form S-11 under the Securities  Act of 1933, as amended,  effective
March 17, 1993.  The offering  terminated  on August 26, 1993, at which date the
maximum  offering  proceeds of $40,000,000  had been received from investors who
were admitted to the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  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 "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   totaled
$35,324,831.  The net  offering  proceeds  were used to acquire  47  Properties,
including ten Properties  consisting of only land, two Properties owned by joint
ventures in which the Partnership is a co-venturer, and one Property acquired as
tenants-in-common  with affiliates of the General  Partners,  to pay acquisition
fees  to an  affiliate  of the  General  Partners  totaling  $2,200,000,  to pay
miscellaneous  acquisition  expenses and to establish a working  capital reserve
for  Partnership  purposes.  During  the  year  ended  December  31,  1996,  the
Partnership  sold its Property in Richmond,  Virginia,  consisting of land only,
and  reinvested the proceeds in a Burger King Property  located in Akron,  Ohio,
with an  affiliate of the General  Partners as  tenants-in-common,  in 1997.  In
addition,  during the year ended  December 31, 1997,  the  Partnership  sold its
Property in Orlando,  Florida,  to a third  party and  reinvested  the net sales
proceeds in a Chevy's  Fresh Mex  Property  located in Miami,  Florida,  with an
affiliate of the General  Partners as  tenants-in-common.  During the year ended
December 31, 1999, the Partnership sold its Jack in the Box Property in Houston,
Texas.  As a result of the above  transactions,  as of December  31,  2000,  the
Partnership  owned 46  Properties.  The 46 Properties  include eight  Properties
consisting of land only,  interests in two Properties owned by joint ventures in
which  the  Partnership  is  a  co-venturer  and  three  Properties  owned  with
affiliates as  tenants-in-common.  The lessee of the eight Properties consisting
of land only,  the tenant owns the  buildings  currently on the land and has the
right,  if not in default under the lease, to remove the buildings from the land
at the end of the lease terms.  The Partnership  generally leases the Properties
on a  triple-net  basis  with  the  lessees  responsible  for  all  repairs  and
maintenance, property taxes, insurance and utilities.

         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  The  Partnership has no obligation to sell all or any portion of a
Property  at any  particular  time,  except as may be  required  under  property
purchase options granted to certain lessees.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and APF  announced  that they had mutually
agreed to terminate the Agreement and Plan of Merger. The agreement to terminate
the  Agreement  and Plan of Merger  was based,  in large  part,  on the  General
Partners'  concern  that,  in light of market  conditions  relating  to publicly
traded  real  estate  investment  trusts,  the  value  of  the  transaction  had
diminished.  As a result of such diminishment,  the General Partners' ability to
unequivocally  recommend  voting for the  transaction,  in the exercise of their
fiduciary duties, had become  questionable.  The General Partners are continuing
to evaluate strategic  alternatives for the Partnership,  including alternatives
to provide liquidity to the Limited Partners.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
joint ventures in which the Partnership is a co-venturer and Properties owned as
tenants-in-common  with affiliates of the General  Partners  provide for initial
terms  ranging  from 5 to 20 years  (the  average  being 19  years),  and expire
between 2003 and 2018. All leases are generally on a triple-net  basis, with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and  utilities.  The leases of the  Properties  provide for minimum  base annual
rental payments  (payable in monthly  installments)  ranging from  approximately
$27,400 to $191,900. A majority of the leases provide for percentage rent, based
on sales in excess of a  specified  amount.  In  addition,  the  majority of the
leases provide that,  commencing in specified lease years,  the annual base rent
required under the terms if the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 36 of the  Partnership's 46 Properties also have been
granted options to purchase  Properties at the Property's then fair market value
after a specified portion of the lease term has elapsed.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. Under the
terms of certain leases,  the option purchase price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

         The leases also  generally  provide that, in the event the  Partnership
wishes to sell the Property  subject to that lease,  the Partnership  first must
offer the  lessee  the right to  purchase  the  Property  on the same  terms and
conditions,  and for the same  price,  as any offer  which the  Partnership  has
received for the sale of the Property.

         In  addition,  during  2000,  the tenant of the  Property  in  Orlando,
Florida  exercised its option to extend the lease for an  additional  five years
beginning  in May  2000.  All  other  lease  terms  remained  unchanged  and are
substantially the same as the Partnership's other leases as described above.

Major Tenants

         During 2000,  three lessees of the Partnership,  Flagstar  Enterprises,
Inc., Long John Silver's, Inc., and Golden Corral Corporation,  each contributed
more than ten  percent of the  Partnership's  total  rental  and  earned  income
(including  the  Partnership's  share  of  rental  and  earned  income  from two
Properties  owned by joint ventures and three Properties owned with an affiliate
of the General Partners as tenants-in-common). As of December 31, 2000, Flagstar
Enterprises,  Inc. was the lessee under leases relating to 11 restaurants,  Long
John Silver's,  Inc. was the lessee under leases  relating to five  restaurants,
and Golden  Corral  Corporation  was the lessee under  leases  relating to three
restaurants.  It is  anticipated  that,  based on the  minimum  rental  payments
required by the leases,  these three  lessees will each  continue to  contribute
more than ten percent of the  Partnership's  total  rental and earned  income in
2001. In addition, four Restaurant Chains, Long John Silver's,  Hardee's, Golden
Corral Family Steakhouse  Restaurants  ("Golden Corral"),  and Burger King, each
accounted for more than ten percent of the Partnership's total rental and earned
income  during  2000  (including  the  Partnership's  share of rental and earned
income from two Properties  owned by joint ventures and three  Properties  owned
with affiliates of the General Partners as tenants-in-common). It is anticipated
that these four  Restaurant  chains each will  continue to account for more than
ten percent of the Partnership's  total rental and earned income under the terms
of the leases in 2001.  Any failure of these lessees or Restaurant  Chains could
materially  affect the  Partnership's  income if the  Partnership is not able to
re-lease  the  Properties  in a timely  manner.  No  single  tenant  or group of
affiliated  tenants lease Properties with an aggregate  carrying value in excess
of 20 percent of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         The   Partnership   has  entered  into  two  separate   joint   venture
arrangements:  Attalla  Joint Venture and Salem Joint  Venture,  with CNL Income
Fund XIV,  Ltd.,  a limited  partnership  organized  pursuant to the laws of the
state of  Florida  and an  affiliate  of the  General  Partners,  for each joint
venture  to  purchase  and hold one  Property.  The joint  venture  arrangements
provide for the  Partnership and its joint venture partner to share in all costs
and  benefits  associated  with the joint  ventures  in  accordance  with  their
respective percentage interests in the joint ventures.  The Partnership has a 50
percent  interest in Attalla Joint  Venture and a 27.8%  interest in Salem Joint
Venture.  The  Partnership  and its joint  venture  partner are also jointly and
severally liable for all debts,  obligations and other  liabilities of the joint
ventures.

         Attalla  Joint Venture and Salem Joint Venture have initial terms of 30
years  and,  after the  expiration  of the  initial  term,  each  joint  venture
continues  in  existence  from year to year unless  terminated  at the option of
either  of  the  joint  venturers  or by an  event  of  dissolution.  Events  of
dissolution  include the  bankruptcy,  insolvency  or  termination  of any joint
venturer,  sale of the Property owned by the joint venture and mutual  agreement
of the Partnership and its joint venture partners to dissolve the joint venture.

         The Partnership  shares management control equally with an affiliate of
the General  Partners for Attalla  Joint  Venture and Salem Joint  Venture.  The
joint venture agreements  restrict each venturer's ability to sell,  transfer or
assign its joint  venture  interest  without  first  offering it for sale to its
joint  venture  partner,  either upon such terms and  conditions as to which the
venturers  may agree or, in the event the venturers  cannot  agree,  on the same
terms and  conditions  as any offer from a third  party to  purchase  such joint
venture interest.

         Net cash flow from  operations of Attalla Joint Venture and Salem Joint
Venture is distributed 50 percent and 27.8%,  respectively,  to the  Partnership
and the balance is distributed to each other joint venture partner in accordance
with its percentage  interest in the joint venture.  Any  liquidation  proceeds,
after  paying  joint  venture  debts and  liabilities  and funding  reserves for
contingent liabilities,  will be distributed first to the joint venture partners
with positive capital account balances in proportion to such balances until such
balances  equal  zero,  and  thereafter  in  proportion  to each  joint  venture
partner's percentage interest in the joint venture.

         In addition  to the above joint  venture  agreements,  the  Partnership
entered into agreements to hold an Arby's Property, as  tenants-in-common,  with
CNL Income Fund II, Ltd., a Burger King Property, as tenants-in-common, with CNL
Income Fund XVII, Ltd., and a Chevy's Fresh Mex Property,  as tenants-in-common,
with CNL Income Fund III,  Ltd.,  CNL Income Fund VII, Ltd., and CNL Income Fund
X, Ltd. Each of the CNL Income Funds is an affiliate of the General Partners and
is a limited partnership organized pursuant to the laws of the state of Florida.
The agreements  provide for the  Partnership  and the affiliates to share in the
profits  and  losses  of  the  Properties  in  proportion  to  each  co-tenant's
percentage interest.  The Partnership owns a 66.13%, 63.09%, and 47.83% interest
in these Properties,  respectively.  The tenancy in common  agreements  restrict
each party's ability to sell, transfer, or assign its interest in the tenancy in
common's Property without first offering it for sale to the remaining parties.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of a
Property if the proceeds are reinvested in an additional Property.

Certain Management Services

         CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management  agreement with the Partnership.  Under this agreement,
CNL  Fund  Advisors,   Inc.  is  responsible  for  collecting  rental  payments,
inspecting  the  Properties  and the tenants'  books and records,  assisting the
Partnership  in  responding  to  tenant  inquiries  and  notices  and  providing
information  to  the  Partnership  about  the  status  of  the  leases  and  the
Properties.  CNL Fund  Advisors,  Inc.  also  assists  the  General  Partners in
negotiating the leases.  For these  services,  the Partnership has agreed to pay
CNL Fund Advisors,  Inc. an annual fee of one percent of the sum of gross rental
revenues from Properties  wholly owned by the Partnership plus the Partnership's
allocable  share of gross revenues of joint ventures in which the Partnership is
a co-venturer  and the Properties held as  tenants-in-common  with an affiliate,
but not in excess of competitive fees for comparable services.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company of CNL
Fund Advisors, Inc., perform certain services for the Partnership.  In addition,
the General  Partners have  available to them the resources and expertise of the
officers and employees of CNL Financial  Group,  Inc. a diversified  real estate
company,  and its  affiliates,  who may also  perform  certain  services for the
Partnership.


Item 2.  Properties

         As of December 31, 2000, the Partnership owned 46 Properties. Of the 46
Properties, 41 are owned by the Partnership in fee simple, two are owned through
joint  venture  arrangements  and  three  are owned  through  tenancy  in common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 19,900
to 145,400  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation.

                 State                       Number of Properties

                 Alabama                                 3
                 Arizona                                 2
                 Arkansas                                1
                 California                              1
                 Colorado                                1
                 Florida                                10
                 Georgia                                 1
                 Indiana                                 1
                 Kansas                                  1
                 Louisiana                               1
                 Maryland                                1
                 North Carolina                          1
                 Ohio                                    4
                 Pennsylvania                            3
                 South Carolina                          2
                 Tennessee                               5
                 Texas                                   8
                                                     ------
                 TOTAL PROPERTIES                       46
                                                     ======

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  However,  the
buildings located on the eight Checkers Properties are owned by the tenant while
the land  parcels are owned by the  Partnership.  The  buildings  generally  are
rectangular and are  constructed  from various  combinations  of stucco,  steel,
wood,  brick and tile. The sizes of the building owned by the Partnership  range
from approximately  1,900 to 11,500 square feet. All buildings on Properties are
freestanding  and surrounded by paved parking areas.  Buildings are suitable for
conversion to various uses, although  modifications may be required prior to use
for other than restaurant  operations.  As of December 31, 2000, the Partnership
had no plans for renovation of the Properties.  Depreciation expense is computed
for  buildings  and  improvements   using  the  straight-line   method  using  a
depreciable life of 40 years for federal income tax purposes.

         As of December 31, 2000, the aggregate cost of the Properties  owned by
the  Partnership  and joint ventures  (including  the  Properties  owned through
tenancy in common  arrangements) for federal income tax purposes was $32,593,862
and $4,767,863, respectively.




The following table lists the Properties owned by the Partnership as of December
31, 2000 by Restaurant Chain.

               Restaurant Chain              Number of Properties

                Arby's                                    2
                Burger King                               5
                Checkers                                  8
                Chevy's Fresh Mex                         1
                Denny's                                   3
                Golden Corral                             3
                Hardee's                                 11
                Jack in the Box                           4
                Lion's Choice                             1
                Long John Silver's                        5
                Quincy's                                  1
                Steak-N-Shake                             1
                Wendy's                                   1
                                                       -----
                TOTAL PROPERTIES                         46
                                                       =====


         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably  necessary to refurbish  buildings,  premises,
signs  and  equipment  so  as  to  comply  with  the  lessee's  obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its Restaurant  Chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

         At December 31, 2000,  1999,  1997, and 1996, the Properties were fully
occupied. At December 31, 1998, the Properties were 98% occupied.  The following
is a schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                      2000              1999             1998              1997              1996
--------------------------------- --------------    -------------    --------------    -------------     -------------
<S><C>
Rental Revenues (1)                  $3,753,973      $3,727,854        $3,482,136       $3,822,053        $3,778,319
Properties (2)                               46              46                47               47                46
Average Rent Per Property              $ 81,608        $ 81,040          $ 74,088         $ 81,320          $ 82,137

 (1)     Rental income includes the Partnership's share of rental income from
         the  Properties  owned  through  joint  venture  arrangements  and  the
         Properties  owned  through  tenancy  in  common  arrangements.   Rental
         revenues have been adjusted,  as applicable,  for any amounts for which
         the Partnership has established an allowance for doubtful accounts.

 (2)     Excludes  Properties  that were  vacant  at  December  31,  and did not
         generate rental revenues during the year ended December 31.
</TABLE>

<PAGE>



         The following is a schedule of lease expirations for leases in place as
of December 31, 2000 for the next ten years and thereafter.
<TABLE>
<CAPTION>

                                                                           Percentage of
                               Number            Annual Rental             Gross Annual
Expiration Year              of Leases              Revenues               Rental Income
--------------------      -----------------    -------------------       ------------------
<S><C>
                     2001                        --                  $     --                         --
                     2002                        --                        --                         --
                     2003                         1                    34,260                      0.98%
                     2004                        --                        --                         --
                     2005                         1                    34,800                      0.99%
                     2006                        --                        --                         --
                     2007                         1                    37,763                      1.08%
                     2008                         2                   347,428                      9.87%
                     2009                         2                   247,783                      7.04%
                     2010                         2                   130,099                      3.70%
                     Thereafter                  37                 2,687,971                     76.34%
                                           ---------          ----------------          -----------------
                     Total                       46              $  3,520,104                    100.00%
                                           =========          ================          =================

</TABLE>

         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major  tenants as of December  31,  2000 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business - Leases.

         Flagstar Enterprises,  Inc. leases 11 Hardee's restaurants. The initial
term of each lease is 20 years  (expiring in 2013) and the average  minimum base
annual rent is  approximately  $58,700  (ranging from  approximately  $48,800 to
$65,700).

         Long John Silver's,  Inc.  leases five Long John Silver's  restaurants.
The initial  term for four of the leases is 20 years  (expiring in 2013) and the
initial  term  of the  fifth  lease,  which  the  Partnership  assumed  from  an
unrelated,  third  party in  connection  with  the  acquisition  of the  related
Property,  is five years (expiring in 2005).  The General  Partners will seek to
re-lease  this  Property,  or to sell the Property  upon the  expiration  of the
lease.  The average minimum base annual rent is  approximately  $73,300 (ranging
from approximately $34,800 to $102,700).

         Golden Corral Corporation leases three Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2008 and 2009) and the
average  minimum  base  annual  rent is  approximately  $177,900  (ranging  from
approximately $168,600 to $186,200).

Item 3. Legal Proceedings

         Neither the  Partnership,  nor its General Partners or any affiliate of
the General Partners,  nor any of their respective  Properties,  is party to, or
subject to, any material pending legal proceedings.

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

         Not applicable.




<PAGE>


                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

(a) As of March 15, 2001, there were 3,054 holders of record of the Units. There
is no public  trading  market for the Units,  and it is not  anticipated  that a
public  market for the Units will  develop.  During 2000,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General  Partners had the right to prohibit  transfers of Units.  From
inception  through  December 31, 2000,  the price paid for any Unit  transferred
pursuant to the Plan ranged from $8.67 to $9.50 per Unit. The price paid for any
Unit  transferred  other than pursuant to the Plan was subject to negotiation by
the purchaser and the selling Limited  Partner.  The Partnership will not redeem
or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2000 and 1999 other than
pursuant to the Plan.
<TABLE>
<CAPTION>
<S><C>
                                                    2000 (1)                                   1999(1)
                                      --------------------------------------      -----------------------------------
                                        High           Low         Average         High         Low         Average
                                      ----------    ----------    ----------      -------     --------     ----------
        First Quarter                    $ 8.30        $ 8.30        $ 8.30          (2)          (2)            (2)
        Second Quarter                     7.06          7.06          7.06       $ 7.70        $7.70         $ 7.70
        Third Quarter                      7.76          7.31          7.56         9.50         7.00           8.17
        Fourth Quarter                     7.00          5.75          6.80         7.69         7.26           7.48
</TABLE>

 (1)     A total of 12,800 and 9,750 Units were transferred  other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2000  and  1999,
         respectively.

 (2)     No transfer of Units took place during the quarter  other than pursuant
         to the Plan.

         The  capital  contribution  per Unit was $10.  All cash  available  for
         distribution  will  be  distributed  to the  partners  pursuant  to the
         provisions of the Partnership Agreement.

         For each of the years ended December 31, 2000 and 1999, the Partnership
         declared cash  distributions  of  $3,400,008  to the Limited  Partners.
         Distributions  of  $850,002  were  declared at the close of each of the
         Partnership's  calendar  quarters  during  2000 and 1999 to the Limited
         Partners.  These amounts include monthly  distributions made in arrears
         for the Limited Partners electing to receive such distributions on this
         basis.  No amounts  distributed  to the Limited  Partners for the years
         ended  December  31,  2000  and 1999 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.  No distributions have been made to the General Partners
         to date.

         The  Partnership  intends to  continue  to make  distributions  of cash
         available  for  distribution  to the  Limited  Partners  on a quarterly
         basis,  although  some  Limited  Partners,  in  accordance  with  their
         election, receive monthly distributions for an annual fee.

(b)      Not applicable.



<PAGE>


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
<S><C>
                                       2000               1999              1998               1997               1996
                                   --------------    ---------------    --------------     --------------    ---------------
Year ended December 31:

   Revenues (1)                       $3,766,477        $ 3,719,734        $3,482,210         $3,832,470         $3,795,754
   Net income (2)                      3,089,297          2,681,165         2,495,855          3,035,627          3,231,815
   Cash distributions declared         3,400,008          3,400,008         3,400,008          3,400,008          3,400,008
   Net income per Unit (2)                  0.77               0.66              0.62               0.75               0.80
   Cash distributions
      declared per Unit                     0.85               0.85              0.85               0.85               0.85

At December 31:
   Total assets                      $33,848,645        $34,337,261       $34,687,493        $35,523,590        $35,945,070
   Partners' capital                  32,719,849         33,030,560        33,749,403         34,653,556         35,017,937

</TABLE>

 (1)     Revenues  include equity in earnings of joint ventures and  adjustments
         to accrued rental income due to the tenant of certain Properties filing
         for bankruptcy.

 (2)     Net income for the year ended  December  31,  1999,  includes a loss on
         removal of building in  connection  with  renovation  of $352,285 and a
         gain on sale of land and buildings of $176,159. Net income for the year
         ended  December 31, 1998  includes a provision  for loss on building of
         $297,885.  Net income for the year ended December 31, 1997,  includes a
         loss on sale of land and direct financing lease of $48,538.  Net income
         for the year ended  December 31, 1996,  includes a gain on sale of land
         of $82,855.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item7.  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations

         The  Partnership  was  organized on September  25, 1992, to acquire for
cash,  either  directly  or  through  joint  venture  arrangements,  both  newly
constructed  and  existing  restaurant  Properties,  as well as land upon  which
restaurant  Properties  were to be  constructed  and to be leased  primarily  to
operators  of  selected   national  and  regional   fast-food  and  family-style
Restaurant Chains. The leases are generally  triple-net leases,  with the lessee
generally responsible for all repairs and maintenance, property taxes, insurance
and  utilities.  As of December 31, 2000, the  Partnership  owned 46 Properties,
either directly or through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital is cash from  operations
(which  includes cash received from tenants,  distributions  from joint ventures
and interest  received,  less cash paid for expenses).  Cash from operations was
$3,360,034,  $3,312,989,  and $3,277,301, for the years ended December 31, 2000,
1999, and 1998,  respectively.  The increase in cash from operations during 2000
and 1999,  each as compared to the prior year, was primarily a result of changes
in income and expenses as described in "Results of Operations" below and changes
in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 2000, 1999, and 1998:

         In November  1998,  the  Partnership  entered  into a new lease for the
Property  in Tampa,  Florida,  with a new tenant to operate  the  Property  as a
Steak-n-Shake  restaurant.  In  connection  with the new  lease  agreement,  the
Partnership  agreed to renovate the Property;  therefore,  during the year ended
1999,  the old building  located on the Property was removed.  As a result,  the
undepreciated  cost of the  building of  $352,285  was charged to net income for
financial reporting  purposes.  During 1999, a new building had been constructed
and was operational.  In connection with the new lease,  the Partnership  funded
approximately   $537,400  in  construction  costs  for  the  new  building.  The
Partnership  used a  portion  of the net  sales  proceeds  from  the sale of the
Property in Houston, Texas, to pay such costs, as described below.

         In May 1999, the Partnership  entered into a new lease for the Property
in Philadelphia,  Pennsylvania with the new tenant to operate the Property as an
Arby's restaurant.  In connection  therewith,  the Partnership funded a total of
approximately  $325,900 in renovation costs, of which approximately  $87,600 was
incurred during the year ended December 31, 2000. The Partnership used a portion
of the net sales  proceeds from the sale of the Property in Houston,  Texas,  to
pay such costs, as described below.

         In July 1999, the Partnership sold its Property in Houston,  Texas to a
third party for  $1,073,887  and  received  net sales  proceeds  of  $1,059,498,
resulting in a gain of $176,159 for financial reporting  purposes.  The Property
was  originally  acquired  by the  Partnership  in  August  1993  at a  cost  of
approximately $861,300, excluding acquisition fees and miscellaneous acquisition
expenses;  therefore,  the  Partnership  sold  the  Property  for  approximately
$198,200 in excess of its original  purchase  price.  The  Partnership  used the
majority of the net sales  proceeds to pay for the  construction  and renovation
costs  described  above  and to pay  Partnership  liabilities.  The  Partnership
distributed amounts 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 sale.

         None of the Properties owned by the Partnership,  or the joint ventures
or  tenancy-in-common  arrangements in which the Partnership owns an interest is
or may be encumbered. Subject to certain restrictions on borrowing, however, the
Partnership  may borrow  funds but will not encumber  any of the  Properties  in
connection  with any such  borrowing.  The  Partnership  will not borrow for the
purpose of returning capital to the Limited  Partners.  The Partnership will not
borrow  under  arrangements  that  would  make the  Limited  Partners  liable to
creditors of the Partnership. The General Partners further have represented that
they will use their  reasonable  efforts to structure  any  borrowing so that it
will not constitute  "acquisition  indebtedness" for federal income tax purposes
and also will limit the Partnership's  outstanding indebtedness to three percent
of the aggregate adjusted tax basis of its Properties. Affiliates of the General
Partners  from time to time incur  certain  operating  expenses on behalf of the
Partnership  for  which  the  Partnership   reimburses  the  affiliates  without
interest.

         Currently, rental income from the Partnership Properties is invested in
money market  accounts or other  short-term  highly liquid  investments  such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 30-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions  to partners.  At December 31, 2000, the  Partnership had $818,231
invested in such short-term  investments as compared to $945,802 at December 31,
1999. The decrease in cash and cash  equivalents  during the year ended December
31, 2000, was primarily the result of the  Partnership  using a portion of sales
proceeds  from the sale of a Property  in Houston,  Texas to pay for  renovation
costs relating to the Property in Philadelphia, Pennsylvania. As of December 31,
2000, the average  interest rate earned on the rental income deposited in demand
deposit accounts at commercial banks was approximately 2.12% annually. The funds
remaining  at  December   31,  2000,   will  be  used  towards  the  payment  of
distributions and other liabilities.

Short-Term Liquidity

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

         The Partnership's  investment strategy of acquiring Properties for cash
and generally  leasing them under  triple-net  leases to operators who generally
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.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners believe that the Partnership has sufficient working capital reserves at
this time. In addition,  because all leases of the Partnership's  Properties are
on a  triple-net  basis,  it is not  anticipated  that a  permanent  reserve for
maintenance  and  repairs  will be  established  at this  time.  To the  extent,
however,  that the Partnership  has  insufficient  funds for such purposes,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering  proceeds for maintenance  and repairs.  The General
Partners have the right to cause the Partnership to maintain additional reserves
if, in their  discretion,  they determine such reserves are required to meet the
Partnership's working capital needs.

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current and future anticipated cash from operations, the
Partnership  declared  distributions  to the Limited  Partners of $3,400,008 for
each of the years ended  December  31, 2000,  1999,  and 1998.  This  represents
distributions  of $0.85 per Unit for each of the years ended  December 31, 2000,
1999, and 1998. No  distributions  were made to the General  partners during the
years ended  December 31, 2000,  1999 and 1998.  No amounts  distributed  to the
Limited  Partners for the years ended  December 31, 2000,  1999,  and 1998,  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.

         During 2000, the general  partners waived their right to receive future
distributions  form the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the general
partners'  capital  account as of December  31, 1999.  Accordingly,  the general
partners were not allocated any net income and did not receive any distributions
during the year ended December 31, 2000.

         As of December 31, 2000 and 1999,  the  Partnership  owed  $132,671 and
$69,234,  respectively,  to related  parties for such amounts as accounting  and
administrative  services  and  management  fees.  As  of  March  15,  2001,  the
Partnership  had  reimbursed  the  affiliates  $35,449  of such  amounts.  Other
liabilities,  including distributions payable, increased to $996,125 at December
31,  2000,  from  $1,237,467  at  December  31,  1999.  The  decrease  in  other
liabilities is partially  attributable  to the  Partnership  paying  transaction
costs that were  accrued at December 31, 1999  relating to the  proposed  merger
with APF,  as  described  in  "Termination  of  Merger."  The  decrease in other
liabilities  is  also  partially   attributable   to  the   Partnership   paying
construction  costs relating to the Property in Philadelphia,  Pennsylvania,  as
described above in "Capital  Resources." Total liabilities at December 31, 2000,
to the  extent  they  exceed  cash  and  cash  equivalents,  will be  paid  from
anticipated future cash from operations.

Long-Term Liquidity

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

Results of Operations

         During 1999 and 1998, the Partnership  owned and leased 42 wholly owned
Properties  (including  one Property in Houston,  Texas,  which was sold in July
1999),  and  during  2000,  the  Partnership  owned and  leased 41 wholly  owned
Properties.  During 1998,  1999, and 2000, the  Partnership was a co-venturer in
two  separate  joint  ventures  that each  owned and  leased  one  Property.  In
addition,  during 1998,  1999, and 2000, the Partnership  owned and leased three
Properties with affiliates of the General Partners as  tenants-in-common.  As of
December 31, 2000, the Partnership owned, either directly,  as tenants-in-common
with affiliates or through joint venture  arrangements,  46 Properties which are
generally subject to long-term,  triple-net leases. The leases of the Properties
provide for minimum base annual rental amounts (payable in monthly installments)
ranging from approximately $27,400 to $191,900. A majority of the leases provide
for percentage rent based on sales in excess of a specified amount. In addition,
the majority of the leases  provide that,  commencing in specified  lease years,
the annual base rent required  under the terms of the lease will  increase.  For
further  description of the  Partnership's  leases and  Properties,  see Item 1.
Business - Leases and Item 2. Properties, respectively.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership  earned $3,186,560,  $3,162,395,  and $2,862,491,  respectively,  in
rental  income from  operating  leases  (net of  adjustments  to accrued  rental
income) and earned  income from direct  financing  leases from its wholly  owned
Properties. The increase in rental income during 2000 and 1999, each as compared
to the previous year, was partially attributable to an increase in rental income
as a result of the Partnership  re-leasing  several  Properties  affected by the
bankruptcy of Long John Silvers, Inc. that occurred during 1998. The increase in
rental and earned income during 1999, as compared to 1998, was partially  offset
by a decrease of approximately $149,600, due to the fact that in June 1998, Long
John Silver's,  Inc.  filed for  bankruptcy and rejected the leases  relating to
three of the eight Properties it leased and ceased making rental payments on the
three rejected leases. In conjunction with the three rejected leases, during the
year ended December 31, 1998, the Partnership reversed approximately $307,400 of
accrued  rental income  previously  recorded.  The accrued rental income was the
accumulated amount of non-cash  accounting  adjustments  previously  recorded in
order to recognize  future  scheduled  rent  increases as income evenly over the
term of the lease.  No such amounts were reversed during 1999 or 2000. In August
1999, Long John Silver's,  Inc. assumed and affirmed its five remaining  leases,
and the Partnership has continued  receiving  rental payments  relating to these
five leases.

         The increase in rental and earned income during 2000 and 1999,  each as
compared to the previous year, was partially offset by a reduction in rental and
earned  income as a result of the sale of the  Property  in Houston,  Texas,  as
described above in "Capital Resources."

         The  increase  in  rental  and  earned  income  during  2000,  was also
partially offset by the fact that the Partnership reserved approximately $51,600
of accrued  rental  income  amounts  relating to two Denny's  Properties  due to
financial difficulties the tenant experienced. The accrued rental income was the
accumulated amount of non-cash  accounting  adjustments  previously  recorded in
order to recognize  future  scheduled  rent  increases as income evenly over the
term of the lease.

         For the years ended December 31, 2000,  1999, and 1998, the Partnership
also earned $277,246, $273,136, and $326,906, respectively, in contingent rental
income.  Contingent  rental income was higher during the year ended December 31,
1998, as compared to 1999, due to the fact that actual contingent rental amounts
as  received in 1998,  relating  to 1997  restaurant  sales  exceeded  estimated
contingent   rental  amounts  accrued  as  receivables  at  December  31,  1997.
Contingent  rental income was also higher during 1998 as the result of the gross
sales of four restaurant Properties meeting the threshold during 1998, under the
terms of their leases requiring payment of contingent rental income.

         During the year ended  December  31, 2000,  three of the  Partnership's
lessees, Flagstar Enterprises, Inc., Long John Silver's, Inc., and Golden Corral
Corporation,  each contributed more than ten percent of the Partnership's  total
rental and earned income (including the Partnership's share of rental and earned
income from two Properties  owned by joint ventures and three  Properties  owned
with affiliates of the General  Partners as  tenants-in-common).  As of December
31, 2000, Flagstar Enterprises,  Inc. was the lessee under leases relating to 11
restaurants,  Long John Silver's,  Inc. was the lessee under leases  relating to
five  restaurants,  and Golden  Corral  Corporation  was the lessee under leases
relating to three restaurants.  During 1998, Long John Silver's,  Inc. filed for
bankruptcy,  as described  above.  It is  anticipated  that based on the minimum
rental  payments  required by the leases,  each of the lessees will  continue to
contribute  more than ten percent of the  Partnership's  total rental and earned
income during 2001. In addition,  during the year ended December 31, 2000,  four
Restaurant Chains, Long John Silver's, Hardee's, Golden Corral, and Burger King,
each accounted for more than ten percent of the  Partnership's  total rental and
earned income  (including  the  Partnership's  share of rental and earned income
from two  Properties  owned by joint  ventures and three  Properties  owned with
affiliates of the General Partners as tenants-in-common). It is anticipated that
these four  Restaurant  chains  each will  continue to account for more than ten
percent of the total  rental and earned  income under the terms of its leases in
2001. Any failure of these lessees or Restaurant  Chains could materially affect
the  Partnership's  income  if the  Partnership  is not  able  to  re-lease  the
Properties in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were  $677,180,  $862,443,  and $688,470 for the years ended  December 31, 2000,
1999, and 1998, respectively. The decrease during 2000, as compared to 1999, and
the  increase in  operating  expenses  during  1999,  as  compared to 1998,  was
primarily  due to the  amount  of  transaction  costs the  Partnership  incurred
related to the General Partners retaining financial and legal advisors to assist
them in evaluating and negotiating the proposed and terminated  merger with APF,
as described below in "Termination of Merger."

         The decrease in operating  expenses  during 2000,  as compared to 1999,
was also partially  attributable  to the fact that during 2000, the  Partnership
received  reimbursement  from Long John  Silver's,  Inc. for amounts  previously
incurred by the Partnership as expenses.

         In addition,  the decrease during 2000 was partially  attributable  to,
and  the  increase  during  1999,  was  partially   offset  by,  a  decrease  in
depreciation expense due to the 1999 sale of the Property in Houston,  Texas, as
described above.

         During 1999, the Partnership  entered into a new lease for its Property
in Tampa,  Florida,  with a Steak-n-Shake  operator.  In connection with the new
lease,  the  Partnership  agreed to renovate the  Property;  therefore,  the old
building  located on the  Property  was removed.  As a result,  the  Partnership
removed the  remaining  undepreciated  cost of the  building  from its  accounts
resulting in a loss of $352,285 for financial reporting purposes during the year
ended December 31, 1999.

         In addition, as a result of the sale of the Property in Houston, Texas,
during  1999,  as  described  above  in  "Capital  Resources,"  the  Partnership
recognized a gain of $176,159 for financial  reporting  purposes.  No properties
were sold during 2000 and 1998.

         During the year ended  December 31, 1998,  the  Partnership  recorded a
provision  for loss on assets in the amount of $297,885 for  financial  purposes
relating to one of the Properties for which Long John  Silver's,  Inc.  rejected
the lease.  The allowance  represented  the  difference  between the  Property's
carrying  value at December 31, 1998 and the estimated net  realizable  value at
December 31, 1998 for the Property. No such allowance was established during the
years ended December 31, 2000 and 1999.

         The  Partnership's  leases  as of  December  31,  2000,  are  generally
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in based rent at specified times
during the term of the lease.  Management  expects that  increases in restaurant
sales  volumes  due to  inflation  and real  sales  growth  should  result in an
increase in rental income over time.  Continued inflation also may cause capital
appreciation of the  Partnership's  Properties.  Inflation and changing  prices,
however,  also may have an adverse impact on the sales of the restaurants and on
potential capital appreciation of the Properties.

         In December 1999, the Securities and Exchange  Commission  released SAB
101, which provides the staff's view in applying generally  accepted  accounting
principles  to  selected  revenue  recognition  issues.  SAB  101  requires  the
Partnership  to defer  recognition  of certain  percentage  rental  income until
certain defined  thresholds are met. The  Partnership  adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
partnership's result of operations.

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities." The Statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments,   embedded  in  other  contracts   (collectively   referred  to  as
derivatives),  and for hedging activities. The Statement requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and  measure  those  instruments  at fair  value.  In June 1999,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No.  137,  "Accounting  for  Derivative  Instruments  and Hedging  Activities  -
Deferral of the Effective  Date of FASB  Statement No. 133, an Amendment of FASB
Statement No. 133." FAS 137 deferred the effective date of FAS 133 for one year.
FAS 133,  as amended,  is now  effective  for all fiscal  quarters of all fiscal
years  beginning  after  June  15,  2000.  The  partnership  has  reviewed  both
statements and has determined  that both FAS 133 and FAS 137 do not apply to the
Partnership as of December 31, 2000.

Termination of Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF.  Under the  Agreement  and Plan of Merger,  APF was to
issue shares of its common stock as  consideration  for the Merger.  On March 1,
2000, the General  Partners and APF announced  that they had mutually  agreed to
terminate  the  Agreement  and Plan of Merger.  The  agreement to terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the General  Partners'  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.

Item 7a. Quantitative and Qualitative Disclosures About market Risk

         Not applicable.

Item 8.  Financial Statements and Supplementary Data



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


                                                                  CONTENTS


                                                                    Page
Report of Independent Certified Public Accountants                    14
Financial Statements:
   Balance Sheets                                                     15
   Statements of Income                                               16
   Statements of Partners' Capital                                    17
   Statements of Cash Flows                                        18-19
   Notes to Financial Statements                                   20-33




               Report of Independent Certified Public Accountants


To the Partners
CNL Income Fund XIII, Ltd.



In our opinion,  the financial  statements  listed in the index  appearing under
item 14(a)(1) present fairly, in all material  respects,  the financial position
of CNL Income Fund XIII,  Ltd. (a Florida  limited  partnership) at December 31,
2000 and 1999,  and the results of its operations and its cash flows for each of
the three  years in the  period  ended  December  31,  2000 in  conformity  with
accounting  principles  generally  accepted in the United States of America.  In
addition,  in our opinion, the financial statement schedules listed in the index
appearing under item 14(a)(2)  present  fairly,  in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
financial  statements.   These  financial  statements  and  financial  statement
schedules  are  the   responsibility  of  the  Partnership's   management;   our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  statement  schedules based on our audits.  We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United  States of America  which  require  that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.




/s/ PricewaterhouseCoopers LLP

Orlando, Florida
February 2, 2001



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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
<S><C>

                                                                                           December 31,
                                                                                2000                        1999
                                                                       -----------------------      ----------------------
                                   ASSETS

Land and buildings on operating leases, less accumulated
     depreciation and allowance
     for loss on assets                                                        $   21,157,116               $  22,162,826
Net investment in direct financing leases                                           7,449,706                   7,042,118
Investment in joint ventures                                                        2,434,759                   2,445,549
Cash and cash equivalents                                                             818,231                     945,802
Receivables, less allowance for doubtful accounts
     of $5,674 in 2000                                                                243,086                     135,432
Prepaid expenses                                                                       31,227                      15,963
Lease costs, less accumulated amortization of $3,593 and $1,789 in
     2000 and 1999, respectively                                                       32,157                      33,961
Accrued rental income, less allowance for doubtful
     accounts of $51,618 in 2000                                                    1,682,363                   1,555,610
                                                                       -----------------------      ----------------------
                                                                               $   33,848,645               $  34,337,261
                                                                       =======================      ======================


         LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                               $       38,373                $    144,227
Accrued construction costs                                                                 --                     194,743
Escrowed real estate taxes payable                                                         --                       2,176
Distributions payable                                                                 850,002                     850,002
Due to related parties                                                                132,671                      69,234
Rents paid in advance and deposits                                                    107,750                      46,319
                                                                      -------------------------    ----------------------
        Total liabilities                                                           1,128,796                   1,306,701

Partners' capital                                                                  32,719,849                  33,030,560
                                                                       -----------------------        --------------------

                                                                               $   33,848,645               $  34,337,261
                                                                       =======================      ======================

See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>


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

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
<S><C>

                                                                                      Year Ended December 31,
                                                                             2000              1999             1998
                                                                        ----------------  ----------------  --------------
   Revenues
       Rental income from operating leases                                 $  2,401,921       $ 2,367,931     $ 2,404,934
       Adjustments to accrued rental income                                     (51,618)               --        (307,405)
       Earned income from direct financing leases                               836,257           794,464         764,962
       Contingent rental income                                                 277,246           273,136         326,906
       Interest and other income                                                 58,327            42,045          49,321
                                                                        ----------------  ----------------  --------------
                                                                              3,522,133         3,477,576       3,238,718
                                                                        ----------------  ----------------  --------------
   Expenses:
       General operating and administrative                                     165,389           152,089         150,239
       Professional services                                                     33,202            51,773          26,869
       Management fees to related parties                                        36,142            36,152          35,257
       Real estate taxes                                                             --             7,877          13,989
       State and other taxes                                                     21,731            23,362          16,172
       Depreciation and amortization                                            385,470           399,174         422,653
       Transaction costs                                                         35,246           192,016          23,291
                                                                           ----------------  ----------------  --------------
                                                                                677,180           862,443         688,470
                                                                           ----------------  ----------------  --------------

   Income Before Equity in Earnings of Joint Ventures,  Gain on
       Sale of Assets, Loss on Removal of Building in Connection
       with Renovation and Provision for Loss on Assets                       2,844,953         2,615,133       2,550,248

   Equity in Earnings of Joint Ventures                                         244,344           242,158         243,492

   Gain on Sale of Assets                                                            --           176,159              --

   Loss on Removal of Building in Connection with Renovation                         --          (352,285)             --

   Provision for Loss on Assets                                                      --                --        (297,885)
                                                                        ----------------  ----------------  --------------

   Net Income                                                              $  3,089,297       $ 2,681,165     $ 2,495,855
                                                                        ================  ================  ==============

   Allocation of Net Income:
       General partners                                                        $     --        $   28,060       $  26,667
       Limited partners                                                       3,089,297         2,653,105       2,469,188
                                                                        ----------------  ----------------  --------------
                                                                           $  3,089,297       $ 2,681,165     $ 2,495,855

   Net Income Per Limited Partner Unit                                       $     0.77         $    0.66            0.62
                                                                        ================  ================  ==============

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

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


<TABLE>
<CAPTION>
<S><C>

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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2000, 1999 and 1998


                                           General Partners
                                 --------------------------------------
                                                         Accumulated
                                   Contributions          Earnings
                                 -------------------  -----------------

Balance, December 31, 1997              $     1,000       $    136,207

    Distributions to limited
       partners ($0.85 per
       limited partner unit)                     --                 --
    Net income                                   --             26,667
                                 -------------------  -----------------

Balance, December 31, 1998                    1,000            162,874

    Distributions to limited
       partners ($0.85 per
       limited partner unit)                     --                 --
    Net income                                   --             28,060
                                 -------------------  -----------------

Balance, December 31, 1999                    1,000            190,934

    Distributions to limited
       partners ($0.85 per
       limited partner unit)                     --                 --
    Net income                                   --                 --
                                 -------------------  -----------------

Balance, December 31, 2000            $     1,000       $    190,934
                                 ===================  =================


                             Limited Partners
---------------------------------------------------------------------------  ---------------
                                           Accumulated        Syndication
  Contributions      Distributions         Earnings             Costs            Total
------------------  -----------------  ------------------  ----------------  ---------------

    $  40,000,000      $ (14,328,400)      $  13,509,918      $ (4,665,169)    $ 34,653,556



               --         (3,400,008)                 --                --       (3,400,008)
               --                 --           2,469,188                --        2,495,855
------------------  -----------------  ------------------  ----------------  ---------------

       40,000,000        (17,728,408)         15,979,106        (4,665,169)      33,749,403



               --         (3,400,008)                 --                --       (3,400,008)
               --                 --           2,653,105                --        2,681,165
------------------  -----------------  ------------------  ----------------  ---------------

       40,000,000        (21,128,416)         18,632,211        (4,665,169)      33,030,560



               --         (3,400,008)                 --                --       (3,400,008)
               --                 --           3,089,297                --        3,089,297
------------------  -----------------  ------------------  ----------------  ---------------


    $  40,000,000      $ (24,528,424)      $  21,721,508      $ (4,665,169)    $ 32,719,849
==================  =================  ==================  ================  ===============

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



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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S><C>
                                                                         Year Ended December 31,
                                                             2000                  1999                  1998
                                                       ------------------    ------------------   --------------------

 Increase ( Decrease) in Cash and Cash Equivalents:

 Cash Flows from Operating Activities:
     Cash received from tenants                              $ 3,404,302           $ 3,342,666            $ 3,235,985
     Distributions from joint ventures                           254,957               247,710                250,270
     Cash paid for expenses                                     (329,070)             (314,517)              (245,273)
     Interest received                                            29,845                37,130                 36,319
                                                       ------------------    ------------------   --------------------
          Net cash provided by operating
               activities                                      3,360,034             3,312,989              3,277,301
                                                       ------------------    ------------------   --------------------

 Cash Flows from Investing Activities:
     Proceeds from sale of assets                                     --             1,059,498                     --
     Additions to land and buildings                             (87,597)             (238,257)                    --
     Investment in direct financing leases                            --              (537,404)                    --
     Investment in joint ventures                                     --                    --                   (539)
     Payment of lease costs                                           --               (17,875)               (17,875)
                                                       ------------------    ------------------   --------------------
         Net cash provided by (used in)
               investing activities                              (87,597)              265,962                (18,414)
                                                       ------------------    ------------------   --------------------

 Cash Flows from Financing Activities:
      Distributions to limited partners                       (3,400,008)           (3,400,008)            (3,400,008)
                                                       ------------------    ------------------   --------------------

         Net cash used in financing activities                (3,400,008)           (3,400,008)            (3,400,008)
                                                       ------------------    ------------------   --------------------


 Net Increase (decrease) in Cash and Cash Equivalents           (127,571)              178,943               (141,121)


 Cash and Cash Equivalents at Beginning of Year                  945,802               766,859                907,980
                                                       ------------------    ------------------   --------------------
 Cash and Cash Equivalents at End of Year                     $  818,231            $  945,802             $  766,859
                                                       ==================    ==================   ====================


</TABLE>


<PAGE>


 See   accompanying    notes   to   financial statements.

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

                       STATEMENT OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>
<S><C>
                                                                                Year Ended December 31,
                                                                  2000                 1999                 1998
                                                            -----------------    -----------------    -----------------

      Reconciliation of Net Income to Net Cash
          Provided by Operating Activities

             Net income                                         $  3,089,297         $  2,681,165         $  2,495,855
                                                            -----------------    -----------------    -----------------

              Adjustments to reconcile  net income to
                net  cash   provided   by   operating
                activities:
                    Depreciation                                     383,489              397,150              421,840
                    Amortization                                       1,981                2,024                  637
                    Equity in earnings of joint
                      ventures, net of distributions                  10,613                5,552                6,954
                    Loss on removal of building in
                      connection with renovation                          --              352,285                   --
                    Gain on sale of assets                                --             (176,159 )                 --
                    Provision for loss on assets                          --                   --              297,885
                    Increase in receivables                         (107,654 )            (10,493 )            (97,173 )
                    Decrease in net investment in
                      direct financing leases                        107,487               90,732               82,115
                    Decrease (increase) in
                      prepaid expenses                               (15,264 )             (7,510 )              1,915
                    Increase in accrued rental income
                                                                    (126,753 )           (195,625 )               (783 )
                    Increase (decrease) in
                      accounts payable                              (108,030 )            135,412                3,320
                    Increase in due to related parties
                                                                      63,437               46,705               15,738
                    Increase (decrease) in rents paid
                      in advance and deposits                         61,431               (8,249 )             48,998
                                                            -----------------    -----------------    -----------------
                         Total adjustments                           270,737              631,824              781,446
                                                            -----------------    -----------------    -----------------

      Net Cash Provided by Operating
           Activities                                           $  3,360,034         $  3,312,989         $  3,277,301
                                                            =================    =================    =================

      Supplemental Schedule of Non-Cash
           Financing Activities:

      Distributions declared and unpaid at
           December 31                                           $   850,002          $   850,002          $   850,002
                                                            =================    =================    =================
See accompanying notes to condensed financial statements
</TABLE>






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

            NOTES TO FINANCIAL STATEMENTS

     Years Ended December 31, 2000, 1999 and 1998


1.       Significant Accounting Policies:
         -------------------------------

         Organization  and Nature of Business - CNL Income Fund XIII,  Ltd. (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr. Seneff and Mr. Bourne are also 50 percent  shareholders of
         the Corporate General Partner. The general partners have responsibility
         for managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisition of land and buildings at cost,  including  acquisition  and
         closing costs. Land and buildings are leased to unrelated third parties
         generally on a triple-net basis,  whereby the tenant is responsible for
         all operating  expenses  relating to the property,  including  property
         taxes, insurance, maintenance and repairs. The leases are accounted for
         using  either the  direct  financing  or the  operating  methods.  Such
         methods are described below:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset) (see Note 4).  Unearned  income is deferred
                  and  amortized to income over the lease terms so as to produce
                  a constant  periodical rate of return on the Partnership's net
                  investment in the leases.

                  Operating  method - Land and  building  leases  accounted  for
                  using the  operating  method are recorded at cost,  revenue is
                  recognized as rentals are earned and  depreciation  is charged
                  to operations as incurred.  Buildings are  depreciated  on the
                  straight-line  method over their estimated  useful lives of 30
                  years.  When  scheduled  rentals  vary  during the lease term,
                  income is recognized on a straight-line basis so as to produce
                  a constant periodic rent over the lease term commencing on the
                  date the property is placed in service.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         --------------------------------------------

         Accrued  rental  income  represents  the  aggregate  amount  of  income
         recognized  on a  straight-line  basis in  excess of  scheduled  rental
         payments  to date.  Whenever a tenant  defaults  under the terms of its
         lease,  or events or changes in  circumstance  indicate that the tenant
         will not lease the  property  through  the end of the lease  term,  the
         Partnership  either reserves or reverses the cumulative  accrued rental
         income balance.

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual  property.  If an impairment  is  indicated,  the assets are
         adjusted to their fair value.  Although the general  partners have made
         their best estimate of these factors based on current conditions, it is
         reasonably  possible  that  changes  could occur in the near term which
         could adversely affect the general  partners' best estimate of net cash
         flows  expected to be generated  from its  properties  and the need for
         asset impairment write downs.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         and to decrease rental or other income or increase bad debt expense for
         the  current  period,  although  the  Partnership  continues  to pursue
         collection of such amounts.  If amounts are subsequently  determined to
         be  uncollectible,  the  corresponding  receivable  and  allowance  for
         doubtful accounts are decreased accordingly.

         Investment  in  Joint  Ventures  - The  Partnership  accounts  for  its
         interests  in Attalla  Joint  Venture  and Salem Joint  Venture,  and a
         property in Arvada, Colorado, a property in Akron, Ohio, and a property
         in Miami, Florida, for which each property is held as tenants-in-common
         with affiliates,  using the equity method since the Partnership  shares
         control with affiliates which have the same general partners.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         --------------------------------------------

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks and money market funds (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Lease  Costs - Lease  incentive  costs and  brokerage  and  legal  fees
         associated  with  negotiating new leases are amortized over the term of
         the new lease using the straight-line method.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of  management  estimates  relate to the allowance for doubtful
         accounts  and future  cash flows  associated  with  long-lived  assets.
         Actual results could differ from those estimates.

         Staff Accounting  Bulleting No. 101 ("SAB 101") - In December 1999, the
         Securities and Exchange Commission released SAB 101, which provides the
         staff's view in applying  generally accepted  accounting  principles to
         selected revenue  recognition  issues. SAB 101 requires the Partnership
         to defer recognition of certain  percentage rental income until certain
         defined  thresholds are met. The Partnership  adopted SAB 101 beginning
         January  1,  2000.  Implementation  of SAB 101 did not have a  material
         impact on the partnership's result of operations.


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Statement  of  Financial  Accounting  Standards  No 133 ("FAS 133") and
         Statement of Financial  Accounting  Standards  No. 137 ("FAS 137") - In
         June 1998, the Financial Accounting Standards Board issued Statement of
         Financial  Accounting  Standards No. 133,  "Accounting  for  Derivative
         Instruments  and  Hedging   Activities."   The  Statement   establishes
         accounting  and  reporting   standards  for   derivative   instruments,
         including certain derivative  instruments,  embedded in other contracts
         (collectively referred to as derivatives),  and for hedging activities.
         The Statement  requires that an entity  recognize  all  derivatives  as
         either  assets or  liabilities  in the balance  sheet and measure those
         instruments  at fair  value.  In June 1999,  the  Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         137,  "Accounting for Derivative  Instruments and Hedging  Activities -
         Deferral of the Effective  Date of FASB Statement No. 133, an Amendment
         of FASB  Statement No. 133." FAS 137 deferred the effective date of FAS
         133 for one year. FAS 133, as amended,  is now effective for all fiscal
         quarters  of all  fiscal  years  beginning  after  June 15,  2000.  The
         partnership  has reviewed both  statements and has determined that both
         FAS 133 and FAS 137 do not apply to the  Partnership as of December 31,
         2000.

2.       Leases:
         ------

         The  Partnership  leases its land or land and buildings to operators of
         national and  regional  fast-food  and  family-style  restaurants.  The
         leases are accounted for under the provisions of Statement of Financial
         Accounting  Standards  No. 13,  "Accounting  for  Leases."  Some of the
         leases are  classified as operating  leases and some of the leases have
         been classified as direct financing  leases.  For the leases classified
         as direct  financing  leases,  the  building  portions of the  property
         leases are  accounted  for as direct  financing  leases  while the land
         portions  of  the  majority  of  these  leases  are  operating  leases.
         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent rentals. In addition, the tenant pays all property taxes
         and  assessments,  fully  maintains  the  interior  and exterior of the
         building and carries insurance coverage for public liability,  property
         damage,  fire and extended coverage.  The lease options generally allow
         tenants  to  renew  the  leases  for two to five  successive  five-year
         periods  subject to the same terms and conditions as the initial lease.
         Most  leases  also allow the tenant to  purchase  the  property at fair
         market value after a specified portion of the lease has elapsed.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases:
         --------------------------------------

         Land and  buildings on operating  leases  consisted of the following at
         December 31:
<TABLE>
<CAPTION>
<S><C>
                                                     2000                   1999
                                              --------------------   --------------------

Land                                                 $ 12,374,488           $ 12,374,488
Buildings                                              11,532,370             12,037,209
                                              --------------------   --------------------
                                                       23,906,858             24,411,697
Less accumulated depreciation                          (2,749,742)            (2,383,986)
                                              --------------------   --------------------
                                                       21,157,116             22,027,711
Construction in progress                                       --                433,000
                                              --------------------   --------------------
                                                       21,157,116             22,460,711
Less allowance for loss on assets                              --               (297,885)
                                              --------------------   --------------------

                                                     $ 21,157,116           $ 22,162,826
                                              ====================   ====================

</TABLE>

         In November  1998,  the  Partnership  entered  into a new lease for the
         property in Tampa, Florida with a new tenant to operate the property as
         a Steak-n-Shake restaurant. In connection with the new lease agreement,
         the  Partnership  agreed to renovate the property.  In connection  with
         such renovation,  during 1999, the old building located on the property
         was removed.  As a result,  the undepreciated  cost of the old building
         was removed  from the  Partnership's  accounts  resulting  in a loss of
         $352,285 for financial reporting purposes. As of December 31, 1999, the
         new building had been  constructed  and was  operational.  The building
         portion of the new lease is classified as a direct financing lease (see
         Note 4).

         In May 1999, the Partnership  entered into a new lease for the property
         in  Philadelphia,  Pennsylvania,  with  a new  tenant  to  operate  the
         property  as  an  Arby's  restaurant.   In  connection  therewith,  the
         Partnership  funded a total of  approximately  $325,900  in  renovation
         costs, of which approximately $87,600 and $238,300 were incurred during
         2000 and 1999,  respectively.  The portion of the lease relating to the
         building  portion of the property is classified  as a direct  financing
         lease (see Note 4).

         In July 1999, the Partnership sold its property in Houston,  Texas to a
         third  party  for   $1,073,887  and  received  net  sales  proceeds  of
         $1,059,498,  resulting  in a gain of $176,159 for  financial  reporting
         purposes.  This property was originally  acquired by the Partnership in
         August  1993  and  had a  cost  of  approximately  $861,300,  excluding
         acquisition fees and miscellaneous acquisition expenses; therefore, the
         Partnership sold the property for  approximately  $198,200 in excess of
         its original purchase price.

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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


3.       Land and Buildings on Operating Leases:
         --------------------------------------

         Generally,  the leases provide for escalating  guaranteed minimum rents
         throughout the lease term.  Income from these  scheduled rent increases
         is  recognized on a  straight-line  basis over the terms of the leases.
         For the years ended December 31, 2000,  1999, and 1998, the Partnership
         recognized  $126,763 (net of $51,618 in reserves),  $195,625,  and $783
         (net of $307,405 in reversals), respectively, of such rental income.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2000:

                            2001                         $  2,246,103
                            2002                            2,252,910
                            2003                            2,273,467
                            2004                            2,368,797
                            2005                            2,384,729
                            Thereafter                     16,785,427
                                                  --------------------

                                                         $ 28,311,433
                                                  ====================

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  in  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant's gross sales.

4.       Net Investment in Direct Financing Leases:
         -----------------------------------------

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:

                                                  2000                 1999
                                            ----------------     ---------------

  Minimum lease payments receivable
                                              $  13,545,749        $  13,431,946
  Estimated residual values                       2,555,822            2,462,765
  Less unearned income                           (8,651,865)         (8,852,593)
                                            -----------------     --------------

  Net investment in direct financing
      leases                                  $   7,499,706       $   7,042,118
                                            ================      ==============



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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


4.       Net Investment in Direct Financing Leases- Continued:
         ----------------------------------------------------


         In addition, in November 1998, the Partnership entered into a new lease
         with a new tenant for the  property in Tampa,  Florida,  to operate the
         restaurant  as a  Steak-n-Shake.  In  connection  with this new  lease,
         during  1999,  the  Partnership   funded   approximately   $537,400  in
         construction  costs  for the  new  building.  In  accordance  with  the
         Statement of Financial  Accounting  Standards No. 13,  "Accounting  for
         Leases",  the  Partnership  recorded  the  building  portion  of  these
         properties as net investment in direct financing lease (see Note 3). In
         connection  with  the new  lease  for  the  property  in  Philadelphia,
         Pennsylvania,  and  in  accordance  with  the  Statement  of  Financial
         Accounting  Standards No. 13,  "Accounting for Leases," the Partnership
         recorded the portion of the lease  relating to the building  portion of
         the property as a direct financing lease (see Note 3).

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2000:

                           2001                          $ 947,658
                           2002                            965,493
                           2003                            966,035
                           2004                            971,998
                           2005                            971,998
                           Thereafter                    8,722,567
                                                   ----------------

                                                       $13,545,749
                                                   ================

         The above table does not include  future  minimum  lease  payments  for
         renewal  periods or for contingent  rental payments that may become due
         in future periods (see Note 3).

5.       Investment in Joint Ventures:
         ----------------------------

         The  Partnership  has a 50 percent and a 27.8%  interest in the profits
         and  losses  of  Attalla  Joint   Venture  and  Salem  Joint   Venture,
         respectively.  The remaining interests in these joint ventures are held
         by affiliates of the Partnership which have the same general partners.

         The Partnership also owns properties in Arvada, Colorado;  Akron, Ohio;
         and Miami,  Florida;  each as tenants-in-common  with affiliates of the
         general  partners.  As of December 31, 2000,  the  Partnership  owned a
         66.13%, 63.09% and 47.83% interest, respectively, in the properties.



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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         Attalla  Joint  Venture,  Salem Joint Venture and the  Partnership  and
         affiliates,  as tenants-in-common  in three separate  tenancy-in-common
         arrangements,  each  own and  lease  one  property  to an  operator  of
         national fast-food or family-style restaurants.

         The following presents the combined,  condensed  financial  information
         for the joint  ventures and the  properties  held as  tenants-in-common
         with affiliates at December 31:
<TABLE>
<CAPTION>
<S><C>
                                                                                   2000                   1999
                                                                       --------------------  ---------------------


                  Land and buildings on operating
                      leases, less accumulated
                      depreciation                                          $  4,009,712            $ 4,092,068
                  Net investment in direct financing lease                       351,555                356,513
                  Cash                                                            50,579                 18,620
                  Receivables                                                         --                 16,553
                  Prepaid expenses                                                   474                  1,254
                  Accrued rental income                                          318,016                256,070
                  Liabilities                                                     29,459                 17,370
                  Partners' capital                                            4,700,877              4,723,708
                  Revenues                                                       568,987                567,352
                  Net income                                                     476,978                474,195
</TABLE>

         The Partnership  recognized  income totaling  $244,344,  $242,158,  and
         $243,492  for the  years  ended  December  31,  2000,  1999,  and 1998,
         respectively,  from these joint  ventures  and the  properties  held as
         tenants-in-common with affiliates.

6.       Allocations and Distributions:
         -----------------------------

         From inception through December 31, 1999,  generally all net income and
         net losses of the Partnership, excluding gains and losses from the sale
         of properties,  were  allocated 99 percent to the limited  partners and
         one percent to the general  partners.  From inception  through December
         31,  1999,  distributions  of net cash flow were made 99 percent to the
         limited  partners  and one percent to the general  partners;  provided,
         however, that the one percent of net cash flow to be distributed to the
         general partners was subordinated to receipt by the limited partners of
         an aggregate, ten percent,  cumulative,  noncompounded annual return on
         their  invested  capital  contributions  (the  "Limited  Partners'  10%
         Return").


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


6.       Allocations and Distributions - Continued:
         -----------------------------------------

         From inception through December 31, 1999, generally, net sales proceeds
         from the sales of properties not in  liquidation of the  Partnership to
         the extent distributed,  were distributed first to the limited partners
         in an amount  sufficient to provide them with their  Limited  Partners'
         10% Return,  plus the return of their adjusted  capital  contributions.
         The  general   partners  then  received,   to  the  extent   previously
         subordinated   and  unpaid,   a  one  percent  interest  in  all  prior
         distributions   of  net  cash  flow  and  a  return  of  their  capital
         contributions. Any remaining sales proceeds were distributed 95 percent
         to the limited partners and five percent to the general partners.

         Any  gain  from  a  sale  of a  property  not  in  liquidation  of  the
         Partnership was, in general,  allocated in the same manner as net sales
         proceeds are  distributable.  Any loss from the sale of a property was,
         in general,  allocated  first,  on a pro rata basis,  to partners  with
         positive balances in their capital accounts, and thereafter, 95 percent
         to the limited partners and five percent to the general partners.

         Generally, net sales proceeds from a sale of properties, in liquidation
         of the Partnership  will be used in the following  order:  (i) first to
         pay and discharge all of the  Partnership's  liabilities  to creditors,
         (ii) second, to establish reserves that may be deemed necessary for any
         anticipated   or  unforeseen   liabilities   or   obligations   of  the
         Partnership,  (iii) third, to pay all of the Partnership's liabilities,
         if any,  to the  general  and  limited  partners,  (iv)  fourth,  after
         allocations of net income,  gains and/or  losses,  to the partners with
         positive capital account balances,  in proportion to such balances,  up
         to amounts sufficient to reduce such positive balances to zero, and (v)
         thereafter, any funds remaining shall then be distributed 95 percent to
         the limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners  waived their rightto
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  Partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be  allocated  to the general  partner in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not  receive any  distributions  during the year
         ended December 31, 2000.

         During each of the years ended  December 31, 2000,  1999, and 1998, the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,400,008.  No distributions have been made to the general partners to
         date.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


7.       Income Taxes:
         ------------

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>
<S><C>
                                                                            2000              1999              1998
                                                                       ----------------  ----------------  ----------------

          Net income for financial reporting purposes                     $  3,089,297       $ 2,681,165       $ 2,495,855

          Depreciation for tax reporting purposes in excess of
               depreciation for financial reporting purposes                   (95,523)          (76,982)          (59,127)

          Direct financing leases recorded as operating leases for
               tax reporting purposes                                          107,487            90,732            82,115

          Capitalization (deduction) of transaction costs for tax
               reporting purposes                                             (215,307)          192,016            23,291

          Equity in earning of joint ventures for tax reporting
               purposes less than equity in earnings of joint
               ventures for financial reporting purposes                       (14,242)          (25,801)          (27,118)

          Gain on sale of property for financial reporting
               purposes deferred for tax reporting purposes                         --            36,702                --

          Loss on sale of property for financial reporting
               purposes in excess of loss for tax reporting                         --           352,285                --
               purposes

          Allowance for loss on building                                            --                --           297,885

          Allowance for doubtful accounts                                        5,674              (532)              532

          Accrued rental income                                               (126,753)         (195,625)             (783)

          Rents paid in advance                                                 61,431            (8,249)           38,165
                                                                       ----------------  ----------------  ----------------

          Net income for federal income tax purposes                      $  2,812,064       $ 3,045,711       $ 2,850,815
                                                                       ================  ================  ================

</TABLE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


8.       Related Party Transactions:
         --------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc.,  CNL Fund  Advisors,  Inc. (the  "Advisor")  was a majority owned
         subsidiary  of CNL  Financial  Group,  Inc.  until it  merged  with CNL
         American  Properties Fund, Inc. ("APF"),  effective  September 1, 1999.
         The individual general partners are stockholders and directors of APF.

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership agreed to pay
         the  Advisor  a  management  fee of one  percent  of the  sum of  gross
         revenues  from  properties  wholly  owned  by the  Partnership  and the
         Partnership's  allocable  share of gross revenues from joint  ventures.
         The management  fee,  which will not exceed fees which are  competitive
         for similar  services in the same  geographic  area,  may or may not be
         taken,  in whole or in part as to any year,  in the sole  discretion of
         the Advisor.  All or any portion of the  management fee not taken as to
         any fiscal year shall be deferred  without interest and may be taken in
         such other fiscal year as the Advisor shall determine.  The Partnership
         incurred management fees of $36,142, $36,152, and $35,257 for the years
         ended December 31, 2000, 1999, and 1998, respectively.

         The Advisor is also entitled to receive a deferred,  subordinated  real
         estate   disposition  fee,  payable  upon  the  sale  of  one  or  more
         properties,  based on the  lesser of  one-half  of a  competitive  real
         estate  commission  or three  percent of the sales price if the Advisor
         provides a substantial  amount of services in connection with the sale.
         However,  if the net sales  proceeds are  reinvested  in a  replacement
         property,  no such real estate  disposition fees will be incurred until
         such  replacement  property  is sold  and the net  sales  proceeds  are
         distributed.  The  payment  of  the  real  estate  disposition  fee  is
         subordinated to the receipt by the limited  partners of their aggregate
         Limited Partners' 10% Return plus their invested capital contributions.
         No  deferred,  subordinated  real  estate  disposition  fees  have been
         incurred since inception.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


8.       Related Party Transactions - Continued:
         --------------------------------------

         During the years ended  December 31, 2000,  1999, and 1998, the Advisor
         and its affiliates provided  accounting and administrative  services to
         the Partnership on a day-to-day  basis including  services  relating to
         the proposed and  terminated  merger.  For the years ended December 31,
         2000,  1999,  and 1998,  the expenses  incurred for these services were
         $99,772, $121,160, and $98,719, respectively.

         The amount due to related parties at December 31, 2000 and 1999 totaled
         $132,671 and $69,234, respectively.

9.       Concentration of Credit Risk:
         ----------------------------

         The  following  schedule  presents  total rental and earned income from
         individual  lessees,  each  representing  more than ten  percent of the
         Partnership's   total   rental  and  earned   income   (including   the
         Partnership's  share of total  rental  and  earned  income  from  joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general partners) for each of the years ended December 31:

<TABLE>
<CAPTION>
<S><C>

                                                                     2000                1999               1998
                                                                ---------------     ---------------    ----------------
           Flagstar Enterprises, Inc.                                $ 644,467           $ 647,065           $ 649,525
           Golden Corral Corp.                                         548,540             530,686             542,900
           Long John Silver's, Inc.                                    415,012             423,498             571,066
           Jack in the Box Inc. (formerly
                Foodmaker, Inc.)                                           N/A             413,069             458,690
</TABLE>

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

<TABLE>
<CAPTION>
<S><C>
                                                                      2000                1999               1998
                                                                ---------------     ---------------    ----------------
           Hardee's                                                  $ 644,467           $ 647,065           $ 649,525
           Golden Corral Family Steakhouse Restaurants                 548,540             530,686             542,900
           Burger King                                                 454,645             465,469             497,670
           Long John Silver's                                          415,012             423,498             571,066
           Jack in the Box                                                 N/A             413,069             458,690


</TABLE>



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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998


9.       Concentration of Credit Risk-Continued:
         --------------------------------------

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the  tenant and the chain did not  represent  more than ten
         percent of the Partnership's total rental and earned income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States of America, and the Partnership's  lessees
         operate a variety  of  restaurant  concepts,  default  by any lessee or
         restaurant   chain   contributing   more  than  ten   percent   of  the
         Partnership's  revenues  could  significantly  impact  the  results  of
         operations  of the  Partnership  if the  Partnership  is  not  able  to
         re-lease the properties in a timely manner.

         In June  1998,  Long  John  Silver's,  Inc.  filed for  bankruptcy  and
         rejected  the leases  relating to three of its eight  leases and ceased
         making  rental  payments to the  Partnership  on the  rejected  leases.
         During  1999,  the  Partnership  re-leased  the three  Properties  with
         rejected leases to three new tenants. In addition, in August 1999, Long
         John Silver's, Inc. assumed and affirmed its five remaining leases, and
         the Partnership  has continued  receiving  rental payments  relating to
         these five leases.





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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2000, 1999, and 1998

10.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2000 and
         1999:

<TABLE>
<CAPTION>
<S><C>
              2000 Quarter               First            Second            Third            Fourth             Year
         ------------------------    --------------    -------------     -------------    --------------    --------------

         Revenue (1)                      $926,862         $912,896          $944,979          $981,740       $ 3,766,477
         Net income                        685,941          728,592           774,105           900,659         3,089,297
         Net income per
             limited partner
             unit                             0.17             0.18              0.19              0.23              0.77

              1999 Quarter               First            Second            Third            Fourth             Year
         ------------------------    --------------    -------------     -------------    --------------    --------------

         Revenue (1)                      $896,995         $933,384          $937,251          $952,104       $ 3,719,734
         Net income                        668,003          346,783           902,399           763,980         2,681,165
         Net income per
             limited partner
             unit                             0.17             0.09              0.22              0.19              0.66
</TABLE>

         (1)  Revenues   include  equity  in  earnings  of  joint  ventures  and
         adjustments  to  accrued  rental  income  due to the  tenant of certain
         Properties filing for bankruptcy.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures

         None.

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
 A.  Bourne and CNL  Realty  Corporation,  a Florida  corporation.  The  General
 Partners  manage  and  control  the  Partnership's  affairs  and  have  general
 responsibility  and  the  ultimate  authority  in  all  matters  affecting  the
 Partnership's  business.  The  Partnership  has  available to it the  services,
 personnel and experience of CNL Fund Advisors,  Inc., CNL Financial Group, Inc.
 and their affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 54. Since 1971, Mr. Seneff has been active in
 the  acquisition,  development,  and  management  of real estate  projects and,
 directly or through an affiliated  entity,  has served as a general  partner or
 co-venturer in over 100 real estate ventures.  These ventures have involved the
 financing,  acquisition,  construction,  and  leasing  of  restaurants,  office
 buildings,  apartment complexes,  hotels, and other real estate. Mr. Seneff has
 served as Director and Chairman of the Board of CNL American  Properties  Fund,
 Inc. ("APF"), a public,  unlisted real estate investment trust, since 1994. Mr.
 Seneff served as Chief  Executive  Officer of APF from 1994 through August 1999
 and has served as Co-Chief  Executive  Officer of APF since  December 2000. Mr.
 Seneff served as Chairman of the Board and Chief Executive  Officer of CNL Fund
 Advisors (the  "Advisor")  until it merged with APF in September  1999,  and in
 June 2000,  was re-elected to those  positions of the Advisor.  Mr. Seneff is a
 principal  stockholder  of  CNL  Holdings,  Inc.,  the  parent  company  of CNL
 Financial  Group,  Inc.  (formerly CNL Group,  Inc.), a diversified real estate
 company,  and has  served  as a  director,  Chairman  of the  Board  and  Chief
 Executive Officer of CNL Financial Group, Inc. since its formation in 1980. CNL
 Financial  Group,  Inc. is the parent  company,  either  directly or indirectly
 through subsidiaries,  of CNL Real Estate Services,  Inc., CNL Capital Markets,
 Inc., CNL Investment Company and CNL Securities Corp. Mr. Seneff also serves as
 a  Director,  Chairman  of  the  Board  and  Chief  Executive  Officer  of  CNL
 Hospitality Properties,  Inc., a public, unlisted real estate investment trust,
 as well as, CNL Hospitality  Corp.,  its advisor.  In addition,  he serves as a
 Director,  Chairman of the Board and Chief Executive  Officer of CNL Retirement
 Properties,  Inc.,  a public,  unlisted  real estate  investment  trust and its
 advisor,  CNL  Retirement  Corp.  Since 1992,  Mr.  Seneff has also served as a
 Director,  Chairman of the Board and Chief Executive  Officer of Commercial Net
 Lease Realty, Inc., a public real estate investment trust that is listed on the
 New York Stock Exchange. Mr. Seneff has also served as a Director,  Chairman of
 the Board and Chief Executive  Officer of CNL Securities  Corp. since 1979; CNL
 Investment  Company  since  1990;  and  CNL  Institutional  Advisors,  Inc.,  a
 registered  investment  advisor  for pension  plans,  since  1990.  Mr.  Seneff
 formerly  served as a Director of First Union  National Bank of Florida,  N.A.,
 and  currently  serves as the  Chairman  of the Board of CNL Bank.  Mr.  Seneff
 previously  served on the Florida  State  Commission  on Ethics and is a former
 member and past Chairman of the State of Florida  Investment  Advisory Council,
 which recommends to the Florida Board of Administration investments for various
 Florida  employee  retirement  funds.  The  Florida  Board  of  Administration,
 Florida's principal  investment advisory and money management agency,  oversees
 the  investment  of more than $60  billion  of  retirement  funds.  Mr.  Seneff
 received his degree in Business Administration from Florida State University in
 1968.

         Robert A.  Bourne,  age 53. Mr.  Bourne has  participated  as a general
 partner  or  co-venturer  in over  100 real  estate  ventures  involved  in the
 financing,  acquisition,  construction,  and  leasing  of  restaurants,  office
 buildings,  apartment  complexes,  hotels, and other real estate. Mr. Bourne is
 Director and Vice  Chairman of the Board of Directors of APF. Mr. Bourne served
 as  President  of APF from  1994  through  February  1999.  He also  served  as
 Treasurer  from  February  1999  through  August 1999 and from May 1994 through
 December 1994. He also served in various  executive  positions with the Advisor
 prior to its merger with APF including,  President from 1994 through  September
 1997,  and  Director  from 1994  through  August  1999.  Mr.  Bourne  serves as
 President  and  Treasurer of CNL  Financial  Group,  Inc.  (formerly CNL Group,
 Inc.);  Director,  Vice Chairman of the Board and President of CNL  Hospitality
 Properties,  Inc., a public, unlisted real estate investment trust; as well as,
 Director and President of CNL Hospitality Corp., its advisor. In addition,  Mr.
 Bourne serves as Director and President of CNL Retirement  Properties,  Inc., a
 public,  unlisted  real estate  investment  trust;  as well as, a Director  and
 President of its advisor,  CNL  Retirement  Corp.  Mr.  Bourne also serves as a
 Director of CNL Bank. He has served as a Director since 1992,  Vice Chairman of
 the Board since  February  1996,  Secretary  and  Treasurer  from February 1996
 through 1997, and President from July 1992 through February 1996, of Commercial
 Net Lease Realty, Inc., a public real estate investment trust listed on the New
 York  Stock  Exchange.  Mr.  Bourne  also  serves as  Director,  President  and
 Treasurer for various  affiliates of CNL Financial Group, Inc.  including,  CNL
 Investment Company, CNL Securities Corp. and CNL Institutional Advisors,  Inc.,
 a registered  investment advisor for pension plans. Mr. Bourne began his career
 as a  certified  public  accountant  employed  by Coopers & Lybrand,  Certified
 Public  Accountants,  from 1971 through 1978, where he attained the position of
 Tax Manager in 1975. Mr. Bourne graduated from Florida State University in 1970
 where he received a B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 45. Mr.  McWilliams  has served as Co-Chief
 Executive  Officer of APF since  December 2000 and  previously  served as Chief
 Executive  Officer from  September  1999 through  December  2000.  Prior to the
 acquisition  of the  Advisor,  Mr.  McWilliams  served as President of APF from
 February 1999 until September 1999. From April 1997 to February 1999, he served
 as Executive Vice President of APF. Mr.  McWilliams joined CNL Financial Group,
 Inc.  (formerly CNL Group,  Inc.) in April 1997 and served as an Executive Vice
 President until September 1999. In addition, Mr. McWilliams served as President
 of the  Advisor  and CNL  Financial  Services,  Inc.  from April 1997 until the
 acquisition  of such entities by APF in September  1999.  From  September  1983
 through  March 1997,  Mr.  McWilliams  was employed by Merrill  Lynch & Co. The
 majority  of his career at Merrill  Lynch & Co. was in the  Investment  Banking
 division  where he served as a Managing  Director.  Mr.  McWilliams  received a
 B.S.E. in Chemical  Engineering from Princeton  University in 1977 and a Master
 of Business  Administration  degree with a  concentration  in finance  from the
 University of Chicago in 1983.

         John T. Walker, age 42. Mr. Walker has served as President of APF since
 September 1999 and as Chief Operating Officer since March 1995. Mr. Walker also
 served  as a  board  member  of  CNL  Restaurant  Property  Services,  Inc.,  a
 subsidiary of APF from December 1999 until December 2000. Previously, he served
 as Executive  Vice  President of APF from January 1996 to September  1999.  Mr.
 Walker  joined  the  Advisor  in  September  1994,  as  Senior  Vice  President
 responsible  for Research  and  Development.  He served as the Chief  Operating
 Officer of the Advisor  from April 1995 until  September  1999 and as Executive
 Vice President from January 1996 until  September 1999, at which time it merged
 with APF. Mr. Walker also served as Executive Vice President of CNL Hospitality
 Properties,  Inc. and CNL Hospitality Corp. (formerly CNL Hospitality Advisors,
 Inc.) from 1997 to October  1998.  From May 1992 to May 1994,  he was Executive
 Vice President for Finance and  Administration and Chief Financial Officer of Z
 Music,  Inc., a cable  television  network which was  subsequently  acquired by
 Gaylord  Entertainment,  where he was  responsible  for overall  financial  and
 administrative  management and planning.  From January 1990 through April 1992,
 Mr. Walker was Chief Financial  Officer of the First Baptist Church in Orlando,
 Florida.  From  April  1984  through  December  1989,  he was a partner  in the
 accounting firm of Chastang,  Ferrell & Walker,  P.A., where he was the partner
 in charge of audit and consulting  services,  and from 1981 to 1984, Mr. Walker
 was a Senior Consultant/Audit  Senior at Price Waterhouse.  Mr. Walker is a cum
 laude graduate of Wake Forest  University  with a Bachelor of Science degree in
 Accountancy and is a certified public accountant.

         Steven  D.  Shackelford,  age  37.  Mr.  Shackelford  was  promoted  to
 Executive  Vice President and Chief  Financial  Officer of APF in July 2000. He
 served as  Senior  Vice  President  and Chief  Financial  Officer  of APF since
 January  1997.  Mr.  Shackelford  also served as Secretary and Treasurer of APF
 since September 1999. He also served as Chief Financial  Officer of the Advisor
 from  September  1996 to  September  1999.  From March  1995 to July 1996,  Mr.
 Shackelford was a senior manager in the national office of Price Waterhouse LLP
 where he was responsible for advising  foreign clients seeking to raise capital
 and a public listing in the United  States.  From August 1992 to March 1995, he
 was a manager in the Paris, France office of Price Waterhouse,  serving several
 multi-national clients. Mr. Shackelford was an audit staff and senior from 1986
 to 1992 in the Orlando,  Florida office of Price  Waterhouse.  Mr.  Shackelford
 received a Bachelor of Arts degree in Accounting,  with honors, and a Master of
 Business Administration degree from Florida State University and is a certified
 public accountant.


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 15,  2001,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 15, 2001,  the beneficial
ownership interests of the General Partners in the Registrant.

<TABLE>
<CAPTION>
<S><C>
                    Title of Class                           Name of Partner                 Percent of Class
                    --------------                           ---------------                 ----------------

           General Partnership Interests                James M. Seneff, Jr.                           45%
                                                        Robert A. Bourne                               45%
                                                        CNL Realty Corporation                         10%
                                                                                                   --------
                                                                                                      100%
                                                                                                   ========
</TABLE>

         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.


Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2000,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>
<S><C>
                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

Reimbursement  to affiliates for       Operating  expenses are reimbursed at       Accounting and
operating expenses                     the  lower of cost or 90  percent  of       administrative services:
                                       the   prevailing    rate   at   which       $99,772
                                       comparable  services  could have been
                                       obtained   in  the  same   geographic
                                       area.   Affiliates   of  the  General
                                       Partners  from  time  to  time  incur
                                       certain operating  expenses on behalf
                                       of  the  Partnership  for  which  the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual    management    fee   to       One  percent  of  the  sum  of  gross       $36,142
affiliates                             revenues   from   Properties   wholly
                                       owned by the Partnership plus the
                                       Partnership's allocable share of
                                       gross revenues of joint ventures in
                                       which    the    Partnership    is   a
                                       co-venturer and the property owned
                                       with      an       affiliate       as
                                       tenants-in-common.   The   management
                                       fee,    which    will   not    exceed
                                       competitive fees for comparable
                                       services in the same geographic
                                       area,  may or may  not be  taken,  in
                                       whole or in part as to any  year,  in
                                       the sole discretion of affiliates of
                                       the General Partners. All or any
                                       portion of the management fee not
                                       taken as to any fiscal  year shall be
                                       deferred without interest and may be
                                       taken in such  other  fiscal  year as
                                       the affiliates shall determine.



                                                                                         Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $-0-
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount  equal  to the  lesser  of (i)
                                       one-half of a competitive real
                                       estate commission, or (ii) three
                                       percent  of the  sales  price of such
                                       Property or Properties. Payment of
                                       such  fee   shall  be  made  only  if
                                       affiliates of the General Partners
                                       provide a substantial amount of
                                       services in connection with the sale
                                       of a Property or Properties and
                                       shall be subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  However,  if the net sales
                                       proceeds   are    reinvested   in   a
                                       replacement Property, no such real
                                       estate disposition fee will be
                                       incurred until such replacement
                                       Property   is  sold  and  the  net  sales
                                       proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated   to   certain   minimum
                                       returns to the Limited Partners.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to  five   percent   of   Partnership
Partnership  net sales  proceeds       distributions   of  such  net   sales
from  a  sale  or  sales  not in       proceeds,   subordinated  to  certain
liquidation of the Partnership         minimum   returns   to  the   Limited
                                       Partners.



                                                                                         Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order
                                       or  priority:  (i) first,  to pay all
                                       debts   and    liabilities   of   the
                                       Partnership    and    to    establish
                                       reserves; (ii) second, to Partners
                                       with positive capital account
                                       balances, determined after the
                                       allocation  of net income,  net loss,
                                       gain and loss,  in proportion to such
                                       balances, up to amounts sufficient
                                       to reduce such balances to zero;  and
                                       (iii) thereafter, 95% to the Limited
                                       Partners and 5% to the General
                                       Partners.


</TABLE>



                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.   Financial Statements

                   Report of Independent Certified Public Accountants

                   Balance Sheets at December 31, 2000 and 1999

                   Statements  of Income for the years ended  December 31, 2000,
                   1999, and 1998

                   Statements of Partners'  Capital for the years ended December
                   31, 2000, 1999, and 1998

                   Statements  of Cash Flows for the years  ended  December  31,
                   2000, 1999, and 1998

                  Notes to Financial Statements

         2.   Financial Statement Schedules

                   Schedule III - Real Estate and  Accumulated  Depreciation  at
                   December 31, 2000

                   Notes  to  Schedule   III  -  Real  Estate  and   Accumulated
                   Depreciation at December 31, 2000

                  All other Schedules are omitted as the required information is
                  inapplicable  or is presented in the  financial  statements or
                  notes thereto.

3.       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.)

     (b) The  Registrant  filed no reports on Form 8-K during the period October
1, 2000 through December 31, 2000.


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 28th day of
March, 2001.


                         CNL INCOME FUND XIII, LTD.

                         By:      CNL REALTY CORPORATION
                                  General Partner

                                  /s/ Robert A. Bourne
                                  -----------------------------------
                                  ROBERT A. BOURNE, President


                         By:      ROBERT A. BOURNE
                                  General Partner

                                  /s/ Robert A. Bourne
                                  -----------------------------------
                                  ROBERT A. BOURNE


                         By:      JAMES M. SENEFF, JR.
                                  General Partner

                                  /s/ James M. Seneff, Jr.
                                  -----------------------------------
                                  JAMES M. SENEFF, JR.





         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S><C>
                     Signature                                 Title                                   Date



      /s/ Robert A. Bourne                     President,   Treasurer   and  Director             March 28, 2001
      ------------------------------------
      Robert A. Bourne                         (Principal  Financial  and  Accounting
                                               Officer)



      /s/ James M. Seneff, Jr.                 Chief  Executive  Officer and Director             March 28, 2001
      ------------------------------------
      James M. Seneff, Jr.                     (Principal Executive Officer)

</TABLE>





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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
<S><C>
                                                             Additions                            Deductions
                                                 ---------------------------------     --------------------------------
                                                                                                           Collected
                                                                                                           or Deter-
                                   Balance at       Charged to       Charged to           Deemed           mined to        Balance
                                    Beginning       Costs and           Other           Uncollec-           be Col-        at End
  Year          Description          of Year         Expenses         Accounts            tible            lectible        of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     --------------  -----------

  1998        Allowance for
                  doubtful
                  accounts (a)          $    --          $    --         $     532 (b)       $   -- (c)        $    --       $   532
                                  ==============  ===============  ================    =============     ==============  ===========

  1999        Allowance for
                  doubtful
                  accounts (a)         $    532          $    --           $    -- (b)       $   -- (c)       $    532        $   --
                                  ==============  ===============  ================    =============     ==============  ===========

  2000        Allowance for
                  doubtful
                  accounts (a)           $   --          $    --        $  172,975 (b)       $   -- (c)     $  115,683      $ 57,292
                                  ==============  ===============  ================    =============     ==============  ===========

</TABLE>

(a)      Deducted  from  receivables  and accrued  rental  income on the balance
         sheet.

(b)      Reduction of rental, earned and other income.

(c)      Amounts written off as uncollectible.


<TABLE>
<CAPTION>
<S><C>
                                                                               Costs Capitalized
                                                                                  Subsequent To
                                                        Initial Cost              Acquisition
                                               --------------------------     ----------------------
                                 Encum-                       Buildings and  Improve-       Carrying
                                brances           Land         Improvements    ments        Costs
                               -----------     -----------    -----------    ----------     -------

Properties the Partnership
  has Invested in Under
  Operating Leases:

    Arby's Restaurant:
      Philadelphia, Pennsylvania (j-              274,580              -             -           -

    Burger King Restaurants:
      Cincinnati, Ohio             -             $256,901       $669,537             -           -
      Dayton, Ohio                 -              211,835        771,616             -           -
      Lafayette, Indiana           -              247,183        723,304             -           -
      Pineville, Louisiana         -              174,843        618,815             -           -

    Checkers Drive-In Restaurants:
      Houston, Texas               -              445,389              -             -           -
      Port Richey, Florida         -              380,055              -             -           -
      Pensacola, Florida           -              280,409              -             -           -
      Orlando, Florida             -              424,323              -             -           -
      Boca Raton, Florida          -              501,416              -             -           -
      Venice, Florida              -              374,675              -             -           -
      Woodstock, Georgia           -              386,638              -             -           -
      Lakeland, Florida            -              326,175              -             -           -

    Denny's Restaurants:
      Peoria, Arizona              -              460,107              -             -           -
      Mesa, Arizona                -              530,494              -       540,983           -

    Golden Corral Family
      Steakhouse Restaurants:
      Dallas, Texas                -              611,589      1,071,838             -           -
      San Antonio, Texas           -              625,527        964,122             -           -
      Panama City, Florida         -              617,016              -     1,103,437           -

    Hardee's  Restaurants:
      Ashland, Alabama             -              197,336        417,418             -           -
      Bloomingdale, Tennessee      -              160,149        424,977             -           -
      Blytheville, Arkansas        -              164,004              -             -           -
      Chapin, South Carolina       -              218,639        460,364             -           -
      Kingsport, Tennessee         -              204,516              -             -           -
      Opelika, Alabama             -              240,363        412,621             -           -
      Spartanburg, South Carolina  -              226,815        431,574             -           -

    Jack in the Box Restaurants:
      Sacramento, California       -              323,929        601,054             -           -
      Houston, Texas               -              315,842        590,708             -           -
      Arlington, Texas             -              404,752        592,173             -           -

    Lions Choice Restaurant:
      Overland Park, Kansas        -              452,691              -             -           -

    Long John Silver's Restaurants:
      Penn Hills, Pennsylvania (k) -              292,370        356,444             -           -
      Arlington, Texas             -              362,939              -             -           -
      Johnstown, Pennsylvania      -              254,412              -             -           -
      Orlando, Florida             -              299,696        139,676             -           -
      Austin, Texas                -              463,937              -             -           -

    Steak -n- Shake Restaurant:
      Tampa, Florida               -              372,748              -             -           -

    Wendy's Old Fashioned Hamburger
      Restaurant:
      Salisbury, Maryland          -              290,195        641,709             -           -
                                               -----------    -----------    ----------     -------

                                               $12,374,488    $9,887,950     $1,644,420          -
                                               ===========    ===========    ==========     =======

 Property of Joint  Venture  in Which
   the Partnership has a 50% Interest
   and  has   Invested  in  Under  an
   Operating Lease:

    Hardee's Restaurant:
      Attalla, Alabama             -             $196,274       $434,428             -           -
                                               ===========    ===========    ==========     =======

 Property  in Which  the  Partnership
   has a 66.13%  Interest as Tenants-
   In-Common   and  has  Invested  in
   Under an Operating Lease:

    Arby's Restaurant:
      Arvada, Colorado             -             $260,439       $545,126             -           -
                                               ===========    ===========    ==========     =======

 Property of Joint  Venture  in Which
   the   Partnership   has  a   27.8%
   Interest and has Invested in Under
   an Operating Lease:

    Denny's Restaurant:
      Salem, Ohio                  -             $131,762              -             -           -
                                               ===========    ===========    ==========     =======

 Property  in Which  the  Partnership
   has a 63.09%  Interest as Tenants-
   In-Common   and  has  Invested  in
   Under an Operating Lease:

    Burger King Restaurant:
      Akron, Ohio (h)              -             $355,595       $517,030             -           -
                                               ===========    ===========    ==========     =======

 Property  in Which  the  Partnership
   has a 47.83%  Interest as Tenants-
   in-Common   and  has  Invested  in
   Under an Operating Lease:

    Chevy's Fresh Mex Restaurant:
      Smithfield, North Carolina   -             $976,357       $974,016             -           -
                                               ===========    ===========    ==========     =======

Properties the Partnership has
   Invested in Under Direct
   Financing Leases

    Arby's Restaurant
      Philadelphia, Pennsylvania   -                    -       $515,075             -           -

    Denny's Restaurant
      Peoria, Arizona              -                    -              -      $613,090           -

    Hardee's Restaurants
      Blytheville, Arkansas        -                    -        450,014             -           -
      Huntingdon, Tennessee        -              100,836        427,932             -           -
      Kingsport, Tennessee         -                    -        484,785             -           -
      Parsons, Tennessee           -              101,332        409,671             -           -
      Trenton, Tennessee           -              147,232        442,640             -           -

    Jack in the Box Restaurant:
      Cleburne, Texas              -              145,890        496,797             -           -

    Lion's Choice Restaurant:
      Overland Park, Kansas        -                    -        611,694             -           -

    Long John Silver's Restaurants:
      Arlington, Texas             -                    -        449,369             -           -
      Johnstown, Pennsylvania      -                    -              -       427,552           -
      Austin, Texas                -                    -        517,109             -           -

    Quincy's Restaurant:
      Mount Airy, North Carolina   -              212,852        827,991             -           -

    Steak-n-Shake Restaurant:
      Tampa, Florida               -                    -              -       537,404           -
                                               -----------    -----------    ----------     -------


                                                 $708,142     $5,633,077     $1,578,046          -
                                               ===========    ===========    ==========     =======

Property of Joint Venture in
   Which the Partnership has a
   27.8% Interest and has Invested
   in Under Direct Financing Lease:

    Denny's Restaurant:
      Salem, Ohio                  -                    -       $371,836             -           -
                                               ===========    ===========    ==========     =======


                Gross Amount at Which                                                 Life on Which
             Carried at Close of Period (c)                                           Depreciation in
     ------------------------------------------                  Date                 Latest Income
                    Buildings and                  Accumulated  of Con-     Date      Statement is
        Land        Improvements      Total        Depreciation struction  Acquired     Computed
     ------------   ------------   ------------    ----------   -------    -------    ------------






         274,580             (f)       274,580             -     1993      07/93          (d)


        $256,901       $669,537       $926,438      $165,703     1988      07/93          (b)
         211,835        771,616        983,451       190,966     1988      07/93          (b)
         247,183        723,304        970,487       179,009     1989      07/93          (b)
         174,843        618,815        793,658       153,150     1990      07/93          (b)


         445,389              -        445,389            (g)     -        03/94          (g)
         380,055              -        380,055            (g)     -        03/94          (g)
         280,409              -        280,409            (g)     -        03/94          (g)
         424,323              -        424,323            (g)     -        03/94          (g)
         501,416              -        501,416            (g)     -        03/94          (g)
         374,675              -        374,675            (g)     -        03/94          (g)
         386,638              -        386,638            (g)     -        10/94          (g)
         326,175              -        326,175            (g)     -        04/95          (g)


         460,107             (f)       460,107             -     1994      10/93          (d)
         530,494        540,983      1,071,477       119,733     1994      12/93          (b)



         611,589      1,071,838      1,683,427       272,413     1991      05/93          (b)
         625,527        964,122      1,589,649       243,804     1993      06/93          (b)
         617,016      1,103,437      1,720,453       249,986     1994      11/93          (b)


         197,336        417,418        614,754       103,306     1992      07/93          (b)
         160,149        424,977        585,126       105,177     1992      07/93          (b)
         164,004             (f)       164,004             -     1991      07/93          (d)
         218,639        460,364        679,003       113,935     1993      07/93          (b)
         204,516             (f)       204,516             -     1992      07/93          (d)
         240,363        412,621        652,984       102,119     1992      07/93          (b)
         226,815        431,574        658,389       106,810     1993      07/93          (b)


         323,929        601,054        924,983       150,401     1992      06/93          (b)
         315,842        590,708        906,550       146,247     1993      07/93          (b)
         404,752        592,173        996,925       146,556     1993      08/93          (b)


         452,691             (f)       452,691             -     1993      12/93          (d)


         292,370        356,444        648,814        18,627     1993      07/93          (k)
         362,939             (f)       362,939             -     1993      08/93          (d)
         254,412             (f)       254,412             -     1993      08/93          (d)
         299,696        139,676        439,372        33,255     1983      11/93          (b)
         463,937             (f)       463,937             -     1993      12/93          (d)


         372,748             (f)       372,748             -     1994      12/93          (d)



         290,195        641,709        931,904       148,545     1993      01/94          (b)
     ------------   ------------   ------------    ----------

     $12,374,488    $11,532,370    $23,906,858     $2,749,742
     ============   ============   ============    ==========








        $196,274       $434,428       $630,702      $102,080     1993      11/93          (b)
     ============   ============   ============    ==========







        $260,439       $545,126       $805,565      $114,052     1994      09/94          (b)
     ============   ============   ============    ==========







        $131,762             (f)      $131,762             -     1991      03/95          (d)
     ============   ============   ============    ==========







        $355,595       $517,030       $872,625       $67,691     1970      01/97          (b)
     ============   ============   ============    ==========







        $976,357       $974,016     $1,950,373       $97,492     1995      12/97          (b)
     ============   ============   ============    ==========






               -             (f)            (f)           (d)    1993      07/93          (d)


               -             (f)            (f)           (d)    1994      10/93          (d)


               -             (f)            (f)           (d)    1991      07/93          (d)
              (f)            (f)            (f)           (e)    1992      07/93          (e)
               -             (f)            (f)           (d)    1992      07/93          (d)
              (f)            (f)            (f)           (e)    1992      07/93          (e)
              (f)            (f)            (f)           (e)    1992      07/93          (e)


              (f)            (f)            (f)           (e)    1988      11/93          (e)


               -             (f)            (f)           (d)    1993      12/93          (d)


               -             (f)            (f)           (d)    1993      08/93          (d)
               -             (f)            (f)           (d)    1993      08/93          (d)
               -             (f)            (f)           (d)    1993      12/93          (d)


              (f)            (f)            (f)           (e)    1992      07/93          (e)


               -             (f)            (f)           (d)    1994      12/93          (d)










               -             (f)            (f)           (d)    1991      03/95          (d)


</TABLE>







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

         NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2000

(a)      Transactions in real estate and accumulated  depreciation  during 2000,
         1999, and 1998 are summarized as follows:
<TABLE>
<CAPTION>
<S><C>
                                                                                                   Accumulated
                                                                                 Cost              Depreciation
                                                                           ------------------   -------------------
         Properties the Partnership has invested in Under Operating
              Leases:

             Balance, December 31, 1997                                        $  24,485,938         $   1,697,320
             Reclassified from net investment in direct financing lease              864,929               (11,536 )
             Depreciation Expense                                                         --               421,840
                                                                           ------------------   -------------------

             Balance, December 31, 1998                                           25,350,867             2,107,624
             Disposition                                                            (935,524 )            (112,983 )
             Reclassified from net investment in direct financing lease              356,444                    --
             Reclassified to net investment in direct financing lease               (360,090 )              (7,805 )
             Depreciation expense                                                         --               397,150
                                                                           ------------------   -------------------

             Balance, December 31, 1999                                           24,411,697             2,383,986
             Reclassified to net investment in direct financing lease               (504,839 )             (17,733 )
             Depreciation expense                                                         --               383,489
                                                                           ------------------   -------------------

             Balance, December 31, 2000                                        $  23,906,858         $   2,749,742
                                                                           ==================   ===================

         Property of Joint  Venture in Which the  Partnership  has a 50%
              Interest and has Invested in Under an Operating Lease:

             Balance, December 31, 1997                                         $    630,702          $     58,638
             Depreciation expense                                                         --                14,480
                                                                           ------------------   -------------------

             Balance, December 31, 1998                                              630,702                73,118
             Depreciation expense                                                         --                14,481
                                                                           ------------------   -------------------

             Balance, December 31, 1999                                              630,702                87,599
             Depreciation expense                                                         --                14,481
                                                                           ------------------   -------------------

             Balance, December 31, 2000                                         $    630,702          $    102,080
                                                                           ==================   ===================

</TABLE>




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

           NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED
                        DEPRECIATION - CONTINUED

                            December 31, 2000
<TABLE>
<CAPTION>
<S><C>
                                                                              Cost              Accumulated
                                                                                                Depreciation
                                                                         ----------------     -----------------

      Property in Which the  Partnership has a 66.13% Interest as
        Tenants-in-Common  and has Invested in Under an Operating
        Lease:
           Balance, December 31, 1997                                        $   805,565           $    59,541
           Depreciation expense                                                       --                18,171
                                                                        ----------------     -----------------
           Balance, December 31, 1998                                            805,565                77,712
           Depreciation expense                                                       --                18,170
                                                                         ----------------     -----------------
           Balance, December 31, 1999                                            805,565                95,882
           Depreciation expense                                                       --                18,170
                                                                         ----------------     -----------------

           Balance, December 31, 2000                                        $   805,565           $   114,052
                                                                         ================     =================

      Property of Joint  Venture in Which the  Partnership  has a
        27.8%  Interest  and  has  Invested  in  Under  a  Direct
        Financing Lease:

           Balance, December 31, 1997                                        $   131,762              $     --
           Depreciation expense (d)                                                   --                    --
                                                                         ----------------     -----------------
           Balance, December 31, 1998                                            131,762                    --
           Depreciation expense (d)                                                   --                    --
                                                                         ----------------     -----------------
           Balance, December 31, 1999                                            131,762                    --
           Depreciation expense (d)                                                   --                    --
                                                                         ----------------     -----------------
           Balance, December 31, 2000                                        $   131,762              $     --
                                                                         ================     =================

</TABLE>

<PAGE>


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

               NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                        December 31, 2000


                                                 Cost              Accumulated
                                                                   Depreciation
                                          ----------------     -----------------


      Property   in    Which    the
         Partnership  has a  63.09%
         Interest                as
         Tenants-In-Common  and has
         Invested   in   Under   an
         Operating Lease:

            Balance, December 31, 1997        $   872,625           $     15,898
            Depreciation expense                       --                 17,323
                                          ----------------     -----------------
            Balance, December 31, 1998            872,625                 33,221
            Depreciation expense                       --                 17,235
                                          ----------------     -----------------

            Balance, December 31, 1999            872,625                 50,456
            Depreciation expense                       --                 17,235
                                          ----------------     -----------------

            Balance, December 31, 2000        $   872,625           $     67,691
                                          ================     =================


      Property   in    Which    the
         Partnership  has a  47.83%
         Interest                as
         Tenants-In-Common      has
         invested   in   Under   an
         Operating Lease:

            Balance, December 31, 1997       $  1,950,373             $       89
            Depreciation expense                       --                 32,467
                                          ----------------     -----------------
            Balance, December 31, 1998          1,950,373                 32,556
            Depreciation expense                       --                 32,466
                                          ----------------     -----------------
            Balance, December 31, 1999          1,950,373                 65,022
            Depreciation expense                       --                 32,470
                                          ----------------     -----------------
            Balance, December 31, 2000       $  1,950,373           $     97,492
                                          ================     =================


 (b)     Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

 (c)     As of December 31, 2000, the aggregate cost of the Properties  owned by
         the  Partnership  and joint  ventures  (including the Property owned as
         tenants-in-common)  for federal income tax purposes was $32,593,862 and
         $4,767,863,  respectively.  All of the leases are treated as  operating
         leases for federal income tax purposes.

 (d)     For financial reporting purposes,  the portion of the lease relating to
         the building has been recorded as a direct financing lease. The cost of
         the building has been included in net  investment  in direct  financing
         leases; therefore, depreciation is not applicable.


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

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2000


 (e)     For financial reporting  purposes,  the lease for the land and building
         has been recorded as a direct financing lease. The cost of the land and
         building has been included in the net  investment  in direct  financing
         leases; therefore, depreciation is not applicable.

 (f)     For  financial  reporting  purposes,  certain  components  of the lease
         relating to land and building have been recorded as a direct  financing
         lease.  Accordingly,  costs relating to these  components of this lease
         are not shown.

 (g)     The  building  portion  of  this  Property  is  owned  by  the  tenant;
         therefore, depreciation is not applicable.

 (h)     During  the year  ended  December  31,  1997,  the  Partnership  and an
         affiliate as tenants-in-common, purchased land and building from CNL BB
         Corp., an affiliate of the General  Partners,  for an aggregate cost of
         $872,625.

 (i)     Effective  June  1998,  the lease  for this  Property  was  terminated,
         resulting in the  reclassification of the building portion of the lease
         as an operating  lease. The building was recorded at net book value and
         will be depreciated over its remaining  estimated life of approximately
         26 years.

 (j)     For  financial  reporting  purposes,  the  undepreciated  cost  of  the
         Property in Philadelphia, Pennsylvania was reduced to its estimated net
         realizable  value  due  to an  impairment  in  value.  The  Partnership
         recognized  the impairment by recording an allowance for loss on assets
         in the amount of $297,885 at  December  31,  1998.  The  impairment  at
         December 31, 1998  represented  the  difference  between the Property's
         carrying value and the General Partners' estimate of the net realizable
         value of the  Property  based  on an  anticipated  sales  price of this
         Property to an interested  and unrelated  third party.  The cost of the
         Property  presented  on this  schedule is the gross amount at which the
         Property was carried at December 31, 2000,  excluding the allowance for
         loss on building.  Effective May 1999, the  Partnership  entered into a
         new lease and converted the building to a new concept, resulting in the
         reclassification  of the  building  portion  of the  lease  as a direct
         financing lease.

(k)      Effective  October  1999,  the  lease  for this  Property  was  amended
         resulting in the  reclassification of the building portion of the lease
         as an operating  lease. The building was recorded at net book value and
         depreciated  over its  remaining  estimated  life of  approximately  24
         years.



<PAGE>



                                    EXHIBITS


<PAGE>


                                  EXHIBIT INDEX


         Exhibit Number

              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.)