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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

OR

Commission file number 0-49633

WELLS REAL ESTATE FUND XIII, L.P.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:    (770) 449-7800

_______________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

             Yes x        No o

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

INDEX

*Represents the period from June 14, 2001 (inception) through September 30, 2001.

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

BALANCE SHEETS

The accompanying notes are an integral part of these balance sheets.

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF INCOME

The accompanying notes are an integral part of these statements.

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2001

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)

The accompanying notes are an integral part of these statements.

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these statements.

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WELLS REAL ESTATE FUND XIII, L.P.

(A Georgia Public Limited Partnership)

Condensed Notes to Financial Statements

September 30, 2002 (UNAUDITED)

1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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2.        INVESTMENT IN JOINT VENTURE

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The following discussion and analysis should be read in conjunction with the Partnership’s accompanying financial statements and notes thereto.

(a)  Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to limited partners in the future and certain other matters. Readers of this report should be aware that there are various factors that may cause actual results to differ materially from any forward-looking statements made in this report, including lease-up risks, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows.

(b)  Results of Operations

Revenues
Gross revenues increased to $439,294 for the nine months ended September 30, 2002, from $34,803 for the period from June 14, 2001 (inception) through September 30, 2001, as a result of acquiring the

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AmerCredit Building and the ADIC Buildings during the second half of 2001 and earning more interest income during 2002 on higher average cash balances as a result of the capital raised during the nine months ended September 30, 2002.

Expenses
Expenses increased to $89,247 for the nine months ended September 30, 2002, from $31,645 for the nine months ended September 30, 2001, as the Partnership commenced active operations upon receiving and accepting subscriptions for a minimum of 125,000 limited partner units as of June 14, 2001.

As a result, net income increased to $350,047 for the nine months ended September 30, 2002 from $3,158 for the nine months ended September 30, 2001.

Distributions
The Partnership made distributions to the Cash Preferred limited partners of $0.32 per unit, with respect to the nine months ended September 30, 2002, and $0.00 per unit for the same period in 2001. Such distributions have been made from net cash from operations and distributions received from investments in joint ventures. No distributions have been made to the Tax Preferred limited partners units or to the General Partners. The Partnership commenced active operations during 2001 and, accordingly, made cash distributions to the Cash Preferred limited partners for the first time in the fourth quarter of 2001.

The General Partners’ guidance with regard to future operating cash distributions to the Cash Preferred limited partners is that such distributions are likely increase in future periods as the Partnership uses the investor proceeds on hand to acquire interests in additional properties.

(c)  Liquidity and Capital Resources

As of September 30, 2002, the Partnership had sold 1,876,363 Cash Preferred units and 360,021 Tax Preferred units, including cumulative Tax Preferred conversions, for total Limited Partner capital contributions of $22,363,845. After payment of $670,915 in organization and offering costs, $670,915 in acquisition and advisory fees, $111,819 in acquisition expenses, $2,124,565 in selling commissions and an investment of $8,151,426 in Fund XIII-REIT Associates, the Partnership was holding net offering proceeds of $10,634,205 available for investment in properties as of September 30, 2002.

The net increase in cash and cash equivalents during the nine months ended September 30, 2002 is primarily attributable to raising limited partners’ capital contributions of $11,593,987 and receiving distributions from Fund XIII-REIT Associates of $424,520, partially offset by reimbursing the Company for $346,999 and $404,831 of organization and offering costs and deferred project costs paid to third parties, respectively.

The Partnership expects to continue to meets its short-term liquidity requirements, generally through the use of net cash from operations and distributions received from its investment in Fund XIII-REIT Associates. The General Partners believe that such sources will continue to provide adequate cash flows for the purposes of meeting the Partnership’ operating requirements.

(d)  Inflation

The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. Most tenant leases contain provisions for common area maintenance, real estate tax and insurance reimbursements from tenants either on a per square foot basis, or above a certain

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allowance per square foot annually, which should reduce the Partnership’s exposure to increases in costs and other operating expenses resulting from the impact of inflation.

(e)  Critical Accounting Policies

The Partnership’s accounting policies have been established and conformed to in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to use judgments in the application of accounting policies, including making estimates and assumptions. These judgments may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements presented and the reported amounts of revenues and expenses during the respective reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied; thus, resulting in a different presentation of our financial statements.

The accounting policies that we consider to be critical, in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain, are discussed below. For further information related to the Partnership’s accounting policies, including the critical accounting policies described below, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

Straight-Lined Rental Revenues
The Partnership recognizes rental income generated from all leases on real estate assets in which the Partnership has an ownership interest through its investments in joint ventures on a straight-line basis over the terms of the respective leases. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.

Operating Cost Reimbursements
The Partnership generally bills tenants for operating cost reimbursements through its investments in joint ventures on a monthly basis at amounts estimated largely based on actual prior period activity and the respective tenant lease terms. Such billings are generally adjusted on an annual basis to reflect reimbursements owed to the landlord based on the actual costs incurred during the period and the respective tenant lease terms. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.

Real Estate
Management continually monitors events and changes in circumstances indicating that the carrying amounts of the real estate assets in which the Partnership has ownership interests through its investments in joint ventures may not be recoverable. When such events or changes in circumstances are present, management assesses the potential impairment by comparing the fair market value of the underlying assets, estimated at amounts equal to the future undiscounted operating cash flows expected to be generated from tenants over the life of the assets and from their eventual disposition, to the carrying value of the assets. In the event that the carrying amount exceeds the estimated fair market value, the Partnership would recognize an impairment loss in the amount required to adjust the carrying amount of the asset to its estimated fair market value. Neither the Partnership nor its joint ventures have recognized impairment losses to date.

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Within the 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the participation of management of Wells Capital, Inc., the corporate General Partner of the Partnership, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures pursuant to Rule 13a – 14 under the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnership’s disclosure controls and procedures were effective.

There were no significant changes in the Partnership’s internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation.

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PART II - OTHER INFORMATION

SIGNATURES

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

CERTIFICATIONS

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CERTIFICATIONS

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EXHIBIT INDEX
TO
THIRD QUARTER FORM 10-Q
OF
WELLS REAL ESTATE FUND XIII, L.P.