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, 2002

                                       OR

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

                        For the transition period from to

                         Commission file number 0-19144

                            CNL INCOME FUND VI, LTD.
             (Exact name of registrant as specified in its charter)

    Florida                                                 59-2922954
  (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 ($500 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]

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

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The  registrant  registered  an offering of 70,000 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 value for such Units. Each Unit was originally sold at $500 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

<PAGE>

                                     PART I


Item 1.  Business

         CNL Income Fund VI, Ltd. (the  "Registrant" or the  "Partnership") is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on August 17, 1988. 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 June 8, 1989, the Partnership
offered  for  sale up to  $35,000,000  in  limited  partnership  interests  (the
"Units") (70,000 Units at $500 per Unit) pursuant to a registration statement on
Form S-11 under the Securities Act of 1933, as amended,  effective  December 16,
1988.  The offering  terminated  on January 22, 1990,  at which date the maximum
offering  proceeds of  $35,000,000  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  selected   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 $30,975,000, and were used to acquire 42 Properties, including
interests in four Properties owned by joint ventures in which the Partnership is
a co-venturer.

         As of December 31, 1999, the Partnership  owned 27 Properties  directly
and 14  Properties  indirectly  through  joint  venture  and  tenancy  in common
arrangements.  In 2000,  the  Partnership  reinvested a portion of the net sales
proceeds  from the 1999 sales of  several  Properties  in a  Property  in Niles,
Illinois, as tenants-in-common with an affiliate of the General Partners. During
2000,  the  Partnership  sold four of its  Popeye's  Properties  all  located in
Florida.  In 2001,  the  Partnership  reinvested the net sales proceeds from the
2000 sale of the four Properties in Florida in a Property in Burley, Idaho and a
Property in Cleburne, Texas. During 2001, the Partnership sold its Properties in
Chester,  Pennsylvania  and  Cheyenne,  Wyoming  and the  Properties  in Dublin,
California  and Round Rock,  Texas,  each of which was held with an affiliate of
the General  Partners  as  tenants-in-common.  The  Partnership  reinvested  the
majority  of the sales  proceeds  from the sales of the  Properties  in Chester,
Pennsylvania, Dublin, California and Round Rock, Texas in a Property in Houston,
Texas and a Property in Waldorf,  Maryland with CNL Income Fund IX, Ltd. and CNL
Income Fund XVII,  Ltd., each of which is a Florida  limited  partnership and an
affiliate of the General Partners.  During 2002,  reinvested the remaining sales
proceeds  from the 2001 sales of several  Properties in two  Properties,  one in
Universal City, Texas and one in Schertz,  Texas,  each as a separate tenancy in
common arrangement with CNL Income Fund XI, Ltd., a Florida limited  partnership
and an affiliate of the General  Partners.  During 2002, Caro Joint Venture,  in
which the Partnership owned a 66.14%, sold its Property in Caro, Michigan. As of
December  31,  2002,  the  Partnership  owned  24  Properties  directly  and  15
Properties  indirectly through joint venture and tenancy in common arrangements.
Generally,  the  Properties  are leased on a  triple-net  basis with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.

         The  Partnership  holds  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  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 or
joint venture purchase options granted to certain lessees.

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, the
joint  ventures in which the  Partnership  is a co-venturer  and the  Properties
owned with affiliates as  tenants-in-common  provide for initial terms,  ranging
from 10 to 20 years (the average  being 17 years),  and expire  between 2004 and
2020.  The  leases  generally  are  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 $39,500 to
$246,400.  Generally,  the leases provide for percentage  rent based on sales in
excess of a specified  amount.  In addition,  some of the leases  provide  that,
commencing  in the fourth to sixth lease year,  the  percentage  rent will be an
amount equal to the greater of the percentage  rent  calculated  under the lease
formula or a  specified  percentage  (ranging  from one to five  percent) of the
purchase price or gross sales.

         Generally,  the  leases  of the  Properties  provide  for  two to  four
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 30 of the  Partnership's 39 Properties also have been
granted options to purchase Properties at the Property's then fair market value,
or pursuant to a formula based on the original  purchase  price of the Property,
after a specified portion of the lease term has elapsed.  Fair market value will
be determined through an appraisal by an independent appraisal firm.

         The leases 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  January  2002,  Houlihan's  Restaurant,  Inc.,  the  tenant  of the
Property owned by Show Low Joint Venture,  filed for bankruptcy and rejected the
lease relating to the Property in Greensboro,  North Carolina. The lost revenues
resulting  from the  rejection of this lease will have an adverse  effect on the
results of  operations  of the joint  venture if the joint  venture is unable to
re-lease the Property in a timely manner. The joint venture is currently seeking
a new tenant for this Property.

         In July 2002,  Loco Lupe's of  Hermitage,  Inc., a tenant of one of the
Partnership's  Properties,  filed  for  bankruptcy.  As of March 10,  2003,  the
Partnership  has continued  receiving  rental  payments  relating to this lease.
While the tenant has neither rejected nor affirmed the one lease it has with the
Partnership,  there can be no  assurance  that the lease will not be rejected in
the future. The lost revenues that would result if the tenant rejects this lease
will have an adverse  effect on the results of operations of the  Partnership if
the Partnership is unable to re-lease the Property in a timely manner.

         During  2002,  the  Partnership  reinvested  a portion of the net sales
proceeds  from the 2001 sale of several  Properties  in two  Properties,  one in
Universal City, Texas and one in Schertz,  Texas,  each as a separate tenancy in
common arrangement with CNL Income Fund XI, Ltd., a Florida limited  partnership
and an affiliate of the General  Partners.  The lease terms for these Properties
are substantially  the same as the Partnership's  other leases. In October 2002,
the  Property  in  Marietta,  Georgia  was  destroyed  by fire  and  the  tenant
terminated its lease relating to this Property.

         The tenant of the Property in Detroit, Michigan exercised its option to
extend the lease for an additional  five years  beginning in January  2003.  All
other lease  terms  remained  unchanged  and are  substantially  the same as the
Partnership's other leases as described above.

Major Tenants

         During 2002, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral Corporation and IHOP Properties,  Inc., each contributed
more than ten percent of the  Partnership's  rental revenues  (including  rental
revenues  from  the  Partnership's  consolidated  joint  venture  in  which  the
Partnership was a co-venturer  prior to its dissolution,  and the  Partnership's
share of the rental revenues from the Properties owned by  unconsolidated  joint
ventures and the  Properties  owned with  affiliates of the General  Partners as
tenants-in-common).  As of December 31, 2002, Golden Corral  Corporation was the
lessee under leases relating to five restaurants and IHOP  Properties,  Inc. was
the lessee under leases  relating to six  restaurants.  It is anticipated  that,
based on the minimum rental payments  required by the leases,  these two lessees
each will  continue to  contribute  more than ten  percent of the  Partnership's
rental  revenues in 2003.  In addition,  two  Restaurant  Chains,  Golden Corral
Family  Steakhouse  Restaurants  ("Golden  Corral") and IHOP, each accounted for
more than ten percent of the  Partnership's  rental  revenues in 2002 (including
rental  revenues  from the  Partnership's  consolidated  joint  venture  and the
Partnership's  share  of the  rental  revenues  from  the  Properties  owned  by
unconsolidated  joint ventures in which the Partnership is a co-venturer and the
Properties owned with affiliates of the General Partners as  tenants-in-common).
In 2003, it is anticipated  that these two Restaurant  Chains each will continue
to  account  for more  than ten  percent  of the  rental  revenues  to which the
Partnership  is  entitled  under the terms of the  leases.  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. As of
December  31,  2002,  no single  tenant or group of  affiliated  tenants  leased
Properties with an aggregate carrying value in excess of 20% of the total assets
of the Partnership.

<PAGE>

Joint Venture and Tenancy in Common Arrangements

         The  Partnership  has  entered  into the  following  joint  venture and
tenancy in common arrangements as of December 31, 2002:
<TABLE>
<CAPTION>

              Entity Name             Year      Ownership           Partners                    Property
<S>     <C>
     Show Low Joint Venture           1987       36.00%      CNL Income Fund II, Ltd.         Greensboro, NC

     Auburn Joint Venture             1989        3.90%      CNL Income Fund IV, Ltd.         Auburn, MA

     Asheville Joint Venture          1991       14.46%      CNL Income Fund VIII, Ltd.       Asheville, NC

     CNL Income Fund IV, Ltd., CNL    1996       18.00%      CNL Income Fund IV, Ltd. CNL     Clinton, NC
          Income Fund VI, Ltd.,                              Income Fund X, Ltd.
          CNL Income Fund X, Ltd.,                           CNL Income Fund XIV, Ltd.
          and CNL Income Fund XIV,
          Ltd. Tenants in Common

     CNL Income Fund, Ltd., CNL       1997       23.04%      CNL Income Fund, Ltd.            Vancouver, WA
          Income Fund II, Ltd.,                              CNL Income Fund II, Ltd.
          CNL Income Fund V, Ltd.,                           CNL Income Fund V, Ltd.
          and CNL Income Fund VI,
          Ltd., Tenants in Common

     CNL Income Fund II, Ltd., CNL    1998       34.74%      CNL Income Fund II, Ltd.         Overland Park, KS
          Income Fund III, Ltd.,                             CNL Income Fund III, Ltd.
          and CNL Income Fund VI,
          Ltd., Tenants in Common

     CNL Income Fund II, Ltd., CNL    1998       46.20%      CNL Income Fund II, Ltd.         Memphis, TN
          Income Fund VI, Ltd.,                              CNL Income Fund XVI, Ltd.
          and CNL Income Fund XVI,
          Ltd., Tenants in Common

     Melbourne Joint Venture         1998        50.00%      CNL Income Fund XIV, Ltd.        Melbourne, FL

     CNL Income Fund VI, Ltd., and    1998       85.00%      CNL Income Fund XV, Ltd.         Ft. Myers, FL
          CNL Income Fund XV,
          Ltd., Tenants in Common

     Warren Joint Venture             1998       64.29%      CNL Income Fund IV, Ltd.         Warren, MI

     CNL Income Fund III, Ltd.,       1999       80.00%      CNL Income Fund III, Ltd.        Baytown, TX
          and CNL Income
          Fund VI, Ltd., Tenants
          in Common

     CNL Income Fund VI, Ltd., and    2000       74.00%      CNL Income Fund XIV, Ltd.        Niles, IL
          CNL Income Fund XIV,
          Ltd., Tenants in Common

     CNL Income Fund VI, Ltd., CNL   2001        60.00%      CNL Income Fund IX, Ltd. CNL     Waldorf, MD
          Income Fund IX, Ltd. and                           Income Fund XVII, Ltd.
          CNL Income Fund XVII,
          Ltd., Tenants in Common

     CNL Income Fund VI, Ltd. and     2002       14.20%      CNL Income Fund XI, Ltd.         Universal City, TX
          CNL Income Fund XI,
          Ltd., Tenants in Common

     CNL Income Fund VI, Ltd. and     2002        9.50%      CNL Income Fund XI, Ltd.         Schertz, TX
          CNL Income Fund XI,
          Ltd., Tenants in Common
</TABLE>
<PAGE>

         Each  joint  venture  and  tenancy  in  common  was  formed to hold one
Property.  Each CNL Income Fund is an affiliate of the General Partners and is a
limited partnership  organized pursuant to the laws of the state of Florida. The
Partnership shares management control equally with the affiliates of the General
Partners

         The joint  venture and tenancy in common  arrangements  provide for the
Partnership  and its joint venture or tenancy in common partners to share in all
costs and benefits in proportion to each  partner's  percentage  interest in the
business entity. The Partnership and its partners are also jointly and severally
liable for all debts,  obligations and other liabilities of the joint venture or
tenancy in common.  Net cash flow from  operations is  distributed to each joint
venture  or  tenancy  in  common  partner  in  accordance  with  its  respective
percentage interest in the business entity.

         Each  joint  venture  has an initial  term of 20 years  and,  after the
expiration of the initial term,  continues in existence from year to year unless
terminated  at the option of either joint  venturer 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 partner to dissolve 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.

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's  ability to sell,  transfer  to assign  its joint  venture or tenancy in
common interest  without first offering it for sale to its partner,  either upon
such terms and conditions as to which the parties may agree or, in the event the
parties cannot agree, on the same terms and conditions as any offer from a third
party to purchase such joint venture or tenancy in common interest.

         The  Partnership  had entered into a joint  venture  arrangement,  Caro
Joint  Venture,  with an  unaffiliated  entity to purchase  and hold a Property.
During 2002,  Caro Joint  Venture was  liquidated  upon the sale of the Property
held by the joint venture and the net sales  proceeds were  distributed  to each
joint  venture  partner  in  accordance  with  the  terms of the  joint  venture
agreement.

         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
the property if the proceeds are reinvested in an additional property.
<PAGE>

Certain Management Services

         RAI Restaurants,  Inc. (formerly known as CNL Restaurants XVIII, 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. CNL APF Partners, LP assigned its rights in, and
its  obligations  under,  the management  agreement with the  Partnership to RAI
Restaurants,  Inc.  ("Advisor")  effective January 1, 2002. All of the terms and
conditions of the management agreement,  including the payment of fees, remained
unchanged.  Under this  agreement,  the Advisor 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.  The Advisor also assists the General  Partners in  negotiating  the
leases.  For these  services,  the  Partnership had agreed to pay the Advisor 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, but not in
excess  of  competitive  fees for  comparable  services.  Under  the  management
agreement, the management fee is subordinated to receipt by the Limited Partners
of an aggregate, ten percent,  cumulative,  noncompounded annual return on their
adjusted  capital  contributions  (the "10%  Preferred  Return"),  calculated in
accordance   with  the   Partnership's   limited   partnership   agreement  (the
"Partnership  Agreement").  In any year in which the Limited  Partners  have not
received the 10% Preferred Return, no property management fee will be paid.

         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 CNL American Properties Fund, Inc.
("APF"),  the parent company of the Advisor,  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, 2002, the Partnership owned 39 Properties. Of the 39
Properties,  24 are  owned by the  Partnership  in fee  simple,  five are  owned
through  joint  venture  arrangements  and ten 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 11,500
to 115,100  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.
<PAGE>


         The  following  table lists the  Properties  owned by the  Partnership,
either  directly  or  indirectly  through  joint  venture  or  tenancy in common
arrangements,  as of December  31, 2002,  by state.  More  detailed  information
regarding  the location of the  Properties  is contained in the Schedule of Real
Estate and Accumulated Depreciation for the year ended December 31, 2002.

               State                    Number of Properties

               Florida                            7
               Georgia                            1
               Idaho                              1
               Illinois                           2
               Indiana                            1
               Kansas                             1
               Maryland                           1
               Massachusetts                      1
               Michigan                           2
               New Mexico                         1
               North Carolina                     3
               Ohio                               1
               Oklahoma                           2
               Tennessee                          4
               Texas                              8
               Virginia                           2
               Washington                         1
                                             -------------
               TOTAL PROPERTIES                  39
                                             =============

         Buildings.  Each of the  Properties  owned by the  Partnership,  either
directly or indirectly through joint venture or tenancy in common  arrangements,
includes a building that is one of a Restaurant  Chain's approved  designs.  The
buildings   generally  are  rectangular   and  are   constructed   from  various
combinations of stucco,  steel, wood, brick and tile.  Building sizes range from
approximately  1,200 to 10,700  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, 2002, the Partnership
had no plans for renovation of the Properties.  Depreciation expense is computed
for buildings and improvements using the straight-line  method using depreciable
lives of 31.5 and 39 years for federal income tax purposes.

         As of December 31, 2002, the aggregate cost of the Properties  owned by
the Partnership  (including its  consolidated  joint venture) and joint ventures
(including  Properties owned through tenancy in common arrangements) for federal
income tax purposes was $20,099,697 and $19,665,534, respectively.
<PAGE>


         The  following  table lists the  Properties  owned by the  Partnership,
either  directly  or  indirectly  through  joint  venture  or  tenancy in common
arrangements, as of December 31, 2002 by Restaurant Chain.

             Restaurant Chain       Number of Properties

             Arby's                           1
             Baker's Square                   1
             Bennigan's                       2
             Burger King                      1
             Chevy's Fresh Mex                1
             Church's                         2
             Darryl's                         1
             Denny's                          2
             Golden Corral                    5
             Hardee's                         2
             IHOP                             6
             Jack in the Box                  3
             KFC                              2
             Shoney's                         1
             Taco Bell                        1
             Taco Cabana                      3
             Waffle House                     3
             Other                            2
                                       -----------------

             TOTAL PROPERTIES                39
                                       =================



         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.

         At December 31, 2002,  2001,  2000, 1999, and 1998, the Properties were
95%,  100%,  97%,  100%,  and 95%,  occupied,  respectively.  The following is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                   2002              2001              2000              1999              1998
                               --------------    -------------    --------------    --------------    --------------
<S>     <C>

Rental Revenues (1)(2)           $ 3,157,653      $ 3,311,674       $ 3,456,021       $ 3,417,147       $ 3,342,220
Properties (2)                            37               38                37                41                42
Average rent per
    property                       $  85,342        $  87,149         $  93,406         $  83,345         $  79,577

</TABLE>

(1)      Rental  revenues  includes the  Partnership's  share of rental revenues
         from the Properties  owned through joint venture  arrangements  and the
         Properties owned through tenancy in common arrangements.

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

         The following is a schedule of lease expirations for leases in place as
of December 31, 2002 for the next ten years and thereafter.

<TABLE>
<CAPTION>
                                                                                     Percentage of
             Expiration Year          Number             Annual Rental               Gross Annual
                                     of Leases              Revenues                 Rental Income
             -----------------    ----------------    ---------------------    --------------------------
<S> <C>

              2003                          --                       --                      --
              2004                           3                $ 515,141                  16.30%
              2005                           3                  314,800                   9.96%
              2006                          --                       --                      --
              2007                          --                       --                      --
              2008                           4                  178,077                   5.63%
              2009                           2                   91,413                   2.89%
              2010                           5                  350,109                  11.08%
              2011                           2                   27,259                   0.86%
              2012                           1                   56,643                   1.79%
              Thereafter                    17                1,627,621                  51.49%
                                     ----------            -------------           -------------
              Total (1)                     37              $ 3,161,063                 100.00%
                                     ==========            =============           =============
</TABLE>


<PAGE>

(1)      Excludes two Properties which were vacant at December 31, 2002.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's  major  tenants as of December  31,  2002 (see Item 1.  Business -
Major Tenants) are substantially the same as those described in Item 1. Business
- Leases.

         Golden Corral  Corporation leases five Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2004 and 2011) and the
average  minimum  base  annual  rent is  approximately  $152,900  (ranging  from
approximately $88,000 to $185,700).

         IHOP Corp. leases six IHOP restaurants.  The initial term of each lease
is 20 years (expiring between 2017 and 2019) and the average minimum base annual
rent  is  approximately   $138,000  (ranging  from  approximately   $114,500  to
$163,200).


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.



                                     PART II


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

(a)         As of March 10,  2003,  there were  2,950  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  2002,
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 have the right to prohibit
transfers of Units. The price paid for any Unit transferred pursuant to the Plan
was $475 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 2002 and 2001 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                              2002 (1)                               2001 (1)
                                 -----------------------------------    -----------------------------------
                                   High         Low        Average        High         Low       Average
                                 ---------    --------    ----------    ---------    --------   -----------
<S>     <C>

         First Quarter              $ 500        $305         $ 330        $ 475     $ 370           $ 423
         Second Quarter               366         300           323          475         179           337
         Third Quarter                405         138           292          351         328           339
         Fourth Quarter               404         305           370          350         331           341

</TABLE>

(1)      A total of 670 and 319 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2002 and 2001, respectively.

         The capital  contribution  per Unit was $500.  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, 2002 and 2001, the Partnership
declared cash distributions of $3,150,000 to the Limited Partners. Distributions
of $787,500  were  declared at the close of each of the  Partnership's  calendar
quarter during 2002 and 2001 to the Limited Partners.  No amounts distributed to
partners for the years ended  December 31, 2002 and 2001,  are required to be or
have been  treated by the  Partnership  as a return of capital  for  purposes of
calculating   the   Limited   Partners'   return  on  their   adjusted   capital
contributions.  No distributions have been made to the General Partners to date.
These  amounts  include  monthly  distributions  made in arrears for the Limited
Partners electing to receive distributions on this basis.

         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

         The following  selected  financial  data should be read in  conjunction
with the financial statements and related notes in Item 8. hereof.
<TABLE>
<CAPTION>

                                     2002               2001             2000             1999            1998
                                ----------------  ---------------  ---------------   -------------- ----------------
<S>     <C>

Year ended December 31:
Continuing Operations(4):
    Revenues                       $  2,408,181     $  2,349,897      $ 2,645,013      $ 2,848,202     $  3,102,995
    Equity in earnings of
      unconsolidated joint
      ventures                          673,970          987,886          672,749          524,643          323,105
    Income from continuing
      operations(1)(2)              2,172,614        1,965,208        2,936,557        3,401,052        2,893,528

Discontinued Operations (4):
    Revenues                             79,582           90,264           95,914          125,645          143,088
    Income from
      discontinued operations (3)       299,702           67,929           80,239          109,422          127,353

Net income                            2,472,316        2,033,137        3,016,796        3,510,474        3,020,881

Net income per Unit:
    Continuing operations            $    31.04       $    28.07        $   41.95        $   48.59       $    41.34
    Discontinued operations                4.28             0.97             1.15             1.56             1.82
                                ----------------  ---------------  ---------------   -------------- ----------------
         Total                       $    35.32       $    29.04        $   43.10        $   50.15       $    43.16
                                ================  ===============  ===============   ============== ================
Cash distributions                 $  3,150,000     $  3,150,000      $ 3,150,000      $ 3,150,000     $  3,220,000
    declared (5)
Cash distributions
  declared per
  Unit (5)                                45.00            45.00            45.00            45.00            46.00


At December 31:
    Total assets                    $27,918,964      $28,709,054      $29,820,589      $30,120,859      $29,655,896
    Total partners' capital          27,027,853       27,705,537       28,822,400       28,955,604       28,595,130
</TABLE>

    (1)  Income from  continuing  operations  for the years ended  December  31,
         2002,  2001,  2000,  and 1998,  includes  provisions  for write-down of
         assets of $106,437, $565,061, $368,430, and $155,528, respectively.

    (2)  Income from  continuing  operations  for the years ended  December  31,
         2000,  1999,  and 1998  includes  gains on sale of assets of  $639,806,
         $848,303, and $345,122, respectively and a loss of $11,897 for the year
         ended December 31, 2001.

    (3)  Income from  discontinued  operations  for the year ended  December 31,
         2002 includes gain on sale of assets of $234,297.

    (4)  Certain  items  in  prior  years'   financial   statements   have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total income.  The results of  operations  relating to
         properties  that were either disposed of or were classified as held for
         sale as of December 31, 2002 are reported as  discontinued  operations.
         The results of operations  relating to properties  that were identified
         for sale as of December 31, 2001 but sold  subsequently are reported as
         continuing operations.

    (5)  Distributions  for the year ended December 31, 1998,  include a special
         distribution  to the Limited  Partners of  $70,000,  which  represented
         cumulative excess operating reserves.

<PAGE>

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

         The  Partnership was organized on August 17, 1988, 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,  which are 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 lessees  responsible for all
repairs and maintenance,  property taxes, insurance and utilities. The leases of
the  Properties  provide for  minimum  base annual  rental  amounts  (payable in
monthly installments) ranging from approximately $39,500 to $246,400. Generally,
the leases provide for  percentage  rent based on sales in excess of a specified
amount. In addition,  some of the leases provide that,  commencing in the fourth
to sixth lease year, the percentage  rent will be an amount equal to the greater
of the  percentage  rent  calculated  under the  lease  formula  or a  specified
percentage  (ranging  from one to five  percent) of the purchase  price or gross
sales. As of December 31, 2000, the Partnership owned 23 Properties directly and
15   Properties   indirectly   through   joint  venture  or  tenancy  in  common
arrangements.  As of December  31, 2001,  the  Partnership  owned 24  Properties
directly and 14 Properties indirectly through joint venture or tenancy in common
arrangements.  As of December  31, 2002,  the  Partnership  owned 24  Properties
directly and 15 Properties indirectly through joint venture or tenancy in common
arrangements.

Capital Resources

         Cash  from  operating  activities  was  $3,071,594,   $2,900,366,   and
$3,136,299,   during  the  years  ended  December  31,  2002,   2001  and  2000,
respectively.  The increase in cash from  operating  activities  during the year
ended  December  31, 2002 was a result of changes in the  Partnership's  working
capital.  The decrease in cash from operating  activities  during the year ended
December 31, 2001 was a result of changes in income and expenses.

         Other sources and uses of cash included the following  during the years
ended December 31, 2002, 2001, and 2000.

         During 2000, the Partnership  received payments of $55,800 related to a
1996 deferred  rental payment  agreement with one tenant of several  Properties.
During  2000,  the  Partnership  terminated  the  lease  with the  tenant of the
Property  located in Chester,  Pennsylvania  due to financial  difficulties  the
tenant was experiencing.  The Partnership received $175,000 in consideration for
the Partnership releasing the tenant from its obligations under the lease terms.
In May 2001,  the  Partnership  sold this Property to a third party and received
net sales proceeds of  approximately  $83,000.  The  Partnership  had previously
recorded  provisions  for  write-down of assets of  approximately  $368,400 in a
prior year relating to this  Property.  The  Partnership  recorded an additional
loss of approximately $14,000 when the Property was sold in 2001.

         During 2000, the Partnership  invested net sales proceeds from the 1999
sale of a Property, in a Property in Niles, Illinois,  with CNL Income Fund XIV,
Ltd., a Florida limited partnership and an affiliate of the General Partners, as
tenants-in-common.  The  Partnership  owns a 74% interest in this Property.  The
Partnership acquired the Property from an affiliate of the General Partners. The
affiliate had purchased and  temporarily  held title to the Property in order to
facilitate  the  acquisition  of the Property by the  Partnership.  The purchase
price paid by the Partnership represented the costs incurred by the affiliate to
acquire the Property.

         During 2000, the Partnership sold four of its Popeyes Properties, three
in Jacksonville,  Florida and one in Tallahassee,  Florida, to a third party and
received net sales  proceeds  totaling  approximately  $2,071,800,  resulting in
gains totaling approximately $639,800. In January 2001, the Partnership invested
a portion of these net sales proceeds in a Property in Burley,  Idaho and one in
Cleburne,  Texas.  The  Partnership  acquired these  Properties from CNL Funding
2001-A,  LP, a Delaware  limited  partnership  and an  affiliate  of the General
Partners. CNL Funding 2001-A, LP had purchased and temporarily held title to the
Properties  in order to  facilitate  the  acquisition  of the  Properties by the
Partnership.  The purchase price paid by the  Partnership  represented the costs
incurred by CNL Funding 2001-A, LP to acquire and carry the Properties.

         During  2001,  the  Partnership  and  CNL  Income  Fund  XI,  Ltd.,  as
tenants-in-common,  sold the  Property in Round Rock,  Texas,  and  received net
sales  proceeds  of  approximately  $1,510,700,  resulting  in a  gain,  to  the
tenancy-in-common,   of  approximately   $123,900.   The  Partnership   received
approximately $1,156,300 as a liquidating distribution for its pro-rata share of
the net sales proceeds.  The Partnership  owned a 77% interest in this Property.
During 2001,  the  Partnership  reinvested  the majority of these  proceeds in a
Property in Houston,  Texas.  The  Partnership  acquired  this Property from CNL
Funding  2001-A,  LP, a Delaware  limited  partnership  and an  affiliate of the
General  Partners.  CNL Funding 2001-A,  LP had purchased and  temporarily  held
title to the Property in order to facilitate the  acquisition of the Property by
the  Partnership.  The purchase price paid by the  Partnership  represented  the
costs incurred by CNL Funding 2001-A, LP to acquire and carry the Property.
<PAGE>

         During  2001,  the  Partnership  and  CNL  Income  Fund  IX,  Ltd.,  as
tenants-in-common,  sold the  Property in Dublin,  California,  and received net
sales  proceeds  of  approximately  $1,699,600,  resulting  in a  gain,  to  the
tenancy-in-common,   of  approximately   $158,100.   The  Partnership   received
approximately $1,273,800 as a liquidating distribution for its pro-rata share of
the net sales proceeds.  The Partnership  owned a 75% interest in this Property.
During  2001,  the  Partnership  reinvested  these  proceeds  and the net  sales
proceeds from the sale of the Property in Chester, Pennsylvania in a Property in
Waldorf,  Maryland, as tenants-in-common,  with CNL Income Fund IX, Ltd. and CNL
Income Fund XVII,  Ltd.,  each of which is an affiliate of the General  Partners
and a Florida limited  partnership.  The Partnership and the affiliates  entered
into an agreement whereby each co-tenant will share in the profits and losses of
the  Property  in  proportion  to  its  applicable   percentage  interest.   The
Partnership  contributed  approximately  $1,368,300 to acquire the Property. The
Partnership owns a 60% interest in the profits and losses of the Property.

         During 2001,  the  Partnership  entered in a  promissory  note with the
corporate General Partner for a loan in the amount of $75,000 in connection with
the operations of the partnership.  The loan was uncollateralized,  non-interest
bearing and due on demand.  As of December 31, 2001, the  Partnership had repaid
the loan in full to the corporate General Partner.

         During  2001,  the  Partnership  also sold its  Property  in  Cheyenne,
Wyoming  to a third  party and  received  net sales  proceeds  of  approximately
$290,800,  resulting  in a  gain  of  approximately  $2,100.  During  2002,  the
Partnership  reinvested a portion of these net sales  proceeds and the remaining
proceeds  from the 2001 sale of the Property in Round Rock,  Texas in a Property
in Universal City,  Texas and a Property in Schertz,  Texas,  each as a separate
tenants-in-common arrangement with CNL Income Fund XI, Ltd., an affiliate of the
General  Partners.  Each  co-tenant will share in the profits and losses of each
property in proportion to its applicable percentage interest. As of December 31,
2002, the Partnership had contributed  approximately  $148,500 and $98,900 for a
14.2% and 9.5% interest,  in the Property in Universal City,  Texas and Schertz,
Texas,  respectively.  The  Partnership  and CNL Income Fund XI,  Ltd.  acquired
Properties  from CNL Funding 2001-A,  LP, an affiliate of the General  Partners.
CNL  Funding  2001-A,  LP  had  purchased  and  temporarily  held  title  to the
Properties  in order to  facilitate  the  acquisition  of the  Properties by the
Partnership  and CNL  Income  Fund XI,  Ltd.  The  purchase  prices  paid by the
Partnership  and CNL Income Fund XI, Ltd.  represented the costs incurred by CNL
Funding 2001-A, LP to acquire and carry the Properties.

         During  2002,  Caro Joint  Venture,  in which the  Partnership  owned a
66.14% interest and accounted for under the consolidation  method,  entered into
an agreement with a third party to sell its Property in Caro,  Michigan.  During
2002,  the joint venture sold this  property and received net sales  proceeds of
approximately  $600,000,  resulting in a gain on sale of assets of approximately
$216,100  to the joint  venture.  As a result of the sale of the  Property,  the
joint venture was dissolved in accordance  with the joint venture  agreement and
the Partnership received  approximately $441,100 representing its pro-rata share
of liquidating  distributions from the joint venture and recorded a gain on sale
of  discontinued  operations  of  approximately  $18,200  during  the year ended
December 31, 2002.

         During 2002,  the Property in Marietta,  Georgia was destroyed by fire.
The  Property  is covered  by  insurance  held by the  tenant.  The  Partnership
anticipates  that the insurance  proceeds will exceed the net carrying  value of
the building.

         None of the Properties owned by the  Partnership,  or the joint venture
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  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's  Properties  and net
sales proceeds from the sale of Properties,  pending  reinvestment in additional
Properties,  are invested in money market accounts or other  short-term,  highly
liquid  investments such as demand deposit accounts at commercial  banks,  money
market  accounts and  certificates  of deposit with less than a 90-day  maturity
date,  pending  reinvestment  in  additional   Properties,   paying  Partnership
expenses,  or making  distributions  to the partners.  At December 31, 2002, the
Partnership had $1,168,450 invested in such short-term investments,  as compared
to  $1,126,921 at December 31, 2001.  The increase in cash and cash  equivalents
during 2002 was  primarily a result of the  Partnership  receiving and holding a
portion of the  liquidity  distribution  from Caro Joint Venture at December 31,
2002. For the year ending December 31, 2002, the average interest rate earned on
the rental income  deposited in demand deposit  accounts at commercial banks was
approximately  one percent  annually.  The funds remaining at December 31, 2002,
after payment of distributions and other  liabilities,  will be used to meet the
Partnership's working capital needs.
<PAGE>

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  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 net cash
flow in excess of operating expenses.

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

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners do not believe that  working  capital  reserves  are  necessary at this
time. In addition,  because the 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 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 anticipated future cash from operations, the
Partnership  declared  distributions  to the Limited  Partners of $3,150,000 for
each of the years ended  December  31, 2002,  2001,  and 2000.  This  represents
distributions  of $45.00 per Unit for each of the years ended December 31, 2002,
2001, and 2000. No  distributions  were made to the General  Partners during the
years ended  December 31, 2002,  2001,  and 2000. No amounts  distributed to the
Limited  Partners for the years ended  December 31, 2002,  2001,  and 2000,  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  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,  the General
Partners were not  allocated any net income during the years ended  December 31,
2002, 2001 and 2000.

         As of December  31, 2002 and 2001,  the  Partnership  owed  $14,423 and
$11,507,  respectively,  to affiliates for operating expenses and accounting and
administrative services and other amounts. As of March 10, 2003, the Partnership
had  reimbursed  the  affiliates  for these  amounts.  Other  liabilities of the
Partnership, including distributions payable were $876,688 at December 31, 2002,
as compared to $854,867 at December 31, 2001. The General  Partners believe that
the  Partnership has sufficient cash on hand to meet its current working capital
needs.

<PAGE>

Long-Term Liquidity

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

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been  accounted  for using  either the direct  financing  or the  operating
method.  FAS 13 requires  management to estimate the economic life of the leased
property,  the residual  value of the leased  property and the present  value of
minimum lease payments to be received from the tenant.  In addition,  management
assumes  that all  payments  to be  received  under its leases are  collectible.
Changes in  management's  estimates or assumption  regarding  collectibility  of
lease  payments  could  result  in a change in  accounting  for the lease at the
inception of the lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews the  Partnership's  Properties  and  investments in
unconsolidated  entities  periodically  for  impairment  at least once a year or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  The assessment is based on the carrying amount
of the  Property  or  investment  at the date it is  tested  for  recoverability
compared to the sum of the estimated  future cash flows  expected to result from
its operation and sale through the expected holding period.  If an impairment is
indicated, the asset is adjusted to its estimated fair value.

         When the Partnership makes the decision to sell or commits to a plan to
sell a  Property  within  one  year,  its  operating  results  are  reported  as
discontinued operations.

Results of Operations

Comparison of year ended December 31, 2002 to year ended December 31, 2001

         Total rental  revenues were  $2,266,672  during the year ended December
31, 2002, as compared to $2,119,666 for the same period of 2001. Rental revenues
increased  during the year ended  December  31,  2002,  because  during 2001 the
Partnership  reinvested  a portion of the net sales  proceeds  from the sales of
several Properties in three additional Properties .

         Phoenix  Restaurant  Group,  Inc.  ("PRG"),  the  tenant  of two of the
Partnership's  Properties,  experienced financial difficulties during 2000. As a
result,  during 2001, the Partnership  stopped recording rental revenue relating
to two Properties. In October 2001, PRG filed for bankruptcy and rejected one of
the two leases it had with the  Partnership.  In December 2001, the  Partnership
sold the vacant Property, and reinvested the net sales proceeds in an additional
Property.  Rental  revenues  were  higher  during  2002  partially  because  the
Partnership  has  received  rental  payments  relating to the one  Property  not
rejected by the tenant since the bankruptcy  date. In May 2002, the  Partnership
assigned  the lease  relating to the one  Property  not rejected by PRG to a new
tenant; all lease terms remained the same.

         During  2002,  a tenant,  Loco  Lupe's of  Hermitage,  Inc.,  filed for
bankruptcy. As of March 10, 2003, the Partnership has continued receiving rental
payments  relating to this  lease.  While the tenant has  neither  rejected  nor
affirmed  the one lease it has with the  Partnership,  there can be no assurance
that the lease will not be rejected in the future.  The lost revenues that would
result if the tenant  rejects  this  lease  will have an  adverse  effect on the
results of operations of the  Partnership if the  Partnership is unable to lease
the Property in a timely manner.

         During 2002,  the Property in Marietta,  Georgia was  destroyed by fire
and the tenant  terminated its lease relating to this Property.  The Partnership
anticipates  that the insurance  proceeds will exceed the net carrying  value of
the building and intends to reinvest the  proceeds.  The lost revenues from this
vacant  Property will have an adverse effect on the results of operations of the
Partnership until the Partnership is able to re-lease the Property.
<PAGE>

         The Partnership also earned $131,860 in contingent rental income during
the year ended December 31, 2002, as compared to $149,069 during the same period
of 2001. Contingent rental income was higher during 2001 because the Partnership
defers the  recognition of certain  percentage  rental income until the tenants'
gross sales meet certain defined thresholds.

         The Partnership  earned $673,970,  attributable to net income earned by
unconsolidated  joint  ventures  during the year ended  December  31,  2002,  as
compared to $987,886  during the same period of 2001. Net income earned by joint
ventures was higher  during 2001  because  during 2001 the  Partnership  and CNL
Income  Fund IX,  Ltd.,  as  tenants-in-common,  sold the  Property  in  Dublin,
California, in which the Partnership owned a 75% interest. The tenancy in common
recognized a gain of  approximately  $158,000 during 2001 relating to this sale.
In  addition,  during  2001 the  Partnership  and CNL Income Fund XI,  Ltd.,  as
tenants-in-common,  sold  the  Property  in Round  Rock,  Texas,  in  which  the
Partnership  owned a 77%  interest.  The tenancy in common  recognized a gain of
approximately $123,900 during 2001 relating to this sale. Each tenancy in common
distributed to the Partnership its pro-rata share of the net sales proceeds from
the respective sales as a liquidating distribution. During 2001, the Partnership
reinvested  a  portion  of these  liquidating  distributions  in a  Property  in
Waldorf,  Maryland,  as tenants-in-common  with CNL Income Fund IX, Ltd. and CNL
Income Fund XVII,  Ltd.  During 2002, the  Partnership  reinvested the remaining
portion of the net sales  proceeds from the 2001 sales of two  Properties in two
additional  Properties,  each as tenants-in-common with CNL Income Fund XI, Ltd.
Net income  earned by joint  ventures was lower  during 2002 because  Houlihan's
Restaurant,  Inc.,  which leased the Property  owned by Show Low Joint  Venture,
filed for  bankruptcy  and rejected the lease  relating to this  Property.  As a
result, the joint venture, in which the Partnership owns a 36% interest, stopped
recording rental revenues relating to this Property. The lost revenues resulting
from the vacant  Property will have an adverse  effect on the equity in earnings
of joint  ventures,  if the joint  venture is not able to  re-lease  or sell the
Property in a timely manner.

         During 2002, two lessees of the Partnership and its consolidated  joint
venture,  Golden Corral Corporation and IHOP Properties,  Inc., each contributed
more than ten percent of the  Partnership's  rental revenues  (including  rental
revenues  from  the  Partnership's  consolidated  joint  venture  in  which  the
Partnership was a co-venturer  prior to its dissolution,  and the  Partnership's
share of the rental revenues from the Properties owned by  unconsolidated  joint
ventures and the  Properties  owned with  affiliates of the General  Partners as
tenants-in-common).  As of December 31, 2002, Golden Corral  Corporation was the
lessee under leases relating to five restaurants and IHOP  Properties,  Inc. was
the lessee under leases  relating to six  restaurants.  It is anticipated  that,
based on the minimum rental payments  required by the leases,  these two lessees
each will  continue to  contribute  more than ten  percent of the  Partnership's
rental  revenues in 2003.  In addition,  two  Restaurant  Chains,  Golden Corral
Family  Steakhouse  Restaurants  ("Golden  Corral") and IHOP, each accounted for
more than ten percent of the  Partnership's  rental  revenues in 2002 (including
rental  revenues  from the  Partnership's  consolidated  joint  venture  and the
Partnership's  share  of the  rental  revenues  from  the  Properties  owned  by
unconsolidated  joint ventures in which the Partnership is a co-venturer and the
Properties owned with affiliates of the General Partners as  tenants-in-common).
In 2003, it is anticipated  that these two Restaurant  Chains each will continue
to  account  for more  than ten  percent  of the  rental  revenues  to which the
Partnership  is  entitled  under the terms of the  leases.  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.

         The  Partnership  earned $9,649 in interest and other income during the
year ended  December 31, 2002, as compared to $81,162  during the same period of
2001.  Interest and other income were higher  during 2001 due to higher  average
cash balances as a result of net sales proceeds  being held in interest  bearing
accounts until they were reinvested in additional  Properties and higher average
interest rates during 2001.

         Operating expenses,  including  depreciation and amortization  expense,
and  provision  for  write-down  of assets were  $814,221  during the year ended
December 31,  2002,  as compared to  $1,337,677  during the same period of 2001.
Operating  expenses  were higher  during 2001 because the  Partnership  recorded
provisions  for  doubtful  accounts of  approximately  $33,100,  relating to two
Properties leased by PRG. During 2001, the Partnership also recorded a provision
for write-down of assets of approximately $565,100 relating to these Properties.
During 2002, the Partnership  recorded an additional provision for write-down of
assets of approximately $32,800 relating to one of the Properties leased by PRG.
The provisions  represented the difference  between each Property's net carrying
value and their estimated fair value. During 2002, the Partnership also recorded
a provision for write-down of assets of  approximately  $73,600  relating to the
Property  in  Marietta,  Georgia  which was  destroyed  by fire.  The  provision
represented  the  difference  between the  Property's net carrying value and its
fair value. The Partnership also incurred  Property  related  expenses,  such as
legal fees, repairs and maintenance, insurance and real estate taxes relating to
the vacant Properties.  In December 2001 the Partnership sold one of its two PRG
Properties  and in May 2002 the  Partnership  assigned the lease relating to the
remaining  PRG  Property  to a new  tenant.  The  Partnership  did not incur any
additional  expenses relating to these Properties after the sale of the Property
and the assignment of the lease had occurred.  The Partnership  will continue to
incur these expenses relating to the vacant Property in Marietta, Georgia, until
the Partnership re-leases or sells the Property.
<PAGE>

         Operating  expenses were lower during 2002 because of a decrease during
2002  in  state  tax  expense  and  a  decrease  in  the  costs   incurred   for
administrative  expenses for servicing the Partnership  and its Properties.  The
decrease  in  operating  expenses  during  2002 was  offset  by the  Partnership
electing to  reimburse  the tenant of the  Properties  in El Paso and  Amarillo,
Texas for certain renovation costs.

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

         As a result of the sale of the Property in Chester,  Pennsylvania,  the
Partnership  recognized a loss on sale of assets of approximately $12,000 during
the year ended December 31, 2001.

         During the year ended December 31, 2002, the Partnership identified and
sold one Property, owned by Caro Joint Venture, in which the Partnership owned a
66.14% interest and accounted for under the consolidation  method,  that met the
criteria of this standard and was classified as  Discontinued  Operations in the
accompanying  financial  statements.  During  2002,  the joint  venture sold its
Property and received net sales proceeds of approximately $600,000, resulting in
a gain on sale of assets of  approximately  $216,100 to the joint venture.  As a
result  of the  sale  of the  Property,  the  joint  venture  was  dissolved  in
accordance  with  the  joint  venture  agreement  and the  Partnership  received
approximately   $441,100   representing   its  pro-rata   share  of  liquidating
distributions from the joint venture and recorded a gain on sale of discontinued
operations of approximately  $18,200 during the year ended December 31, 2002.The
Partnership intends to reinvest these sales proceeds in an additional Property.

Comparison of year ended December 31, 2001 to year ended December 31, 2000

         Total rental  revenues were  $2,119,666  during the year ended December
31,  2001,  as compared  to  $2,266,920  during the same period of 2000.  Rental
revenues were lower during 2001 because the Partnership sold several  Properties
during 2001 and 2000. The decrease in rental revenues was partially offset by an
increase  caused by the  Partnership  reinvesting  a portion  of these net sales
proceeds in additional  Properties.  The  Partnership  reinvested  the remaining
proceeds  in joint  ventures or in  Properties  with  affiliates,  as tenants in
common. As a result, the Partnership's rental revenues are expected to remain at
reduced  amounts  while  equity in  earnings  of joint  ventures  is expected to
increase.

         During  2000 the  Partnership  collected  and  recognized  as  revenues
approximately  $53,700 in deferred rental payments for two Properties  leased by
the same tenant in Chester,  Pennsylvania  and Orlando,  Florida.  These amounts
were collected in accordance with a 1996 agreement made with the tenant.  During
2000, the  Partnership  also received  $175,000 in lease  termination  income in
consideration  for the  Partnership  releasing this tenant from its  obligations
under the lease relating to the Property in Chester,  Pennsylvania. In May 2001,
the Partnership  sold this Property.  In July 2001, the  Partnership  reinvested
these  net  sales   proceeds   in  a   Property   in   Waldorf,   Maryland,   as
tenants-in-common, with CNL Income Fund IX, Ltd. and CNL Income Fund XVII, Ltd.,
as described above.

         The Partnership also earned $987,886  attributable to net income earned
by  unconsolidated  joint  ventures  during the year ended December 31, 2001, as
compared to $672,749  during the same period of 2000. Net income earned by joint
ventures was higher during 2001 because the  Partnership  sold the Properties in
Dublin,  California and Round Rock,  Texas,  each held as a separate  tenancy in
common with affiliates of the General Partners.  In these sales the tenancies in
common recognized  approximately $282,000 in gains. The Partnership recorded its
pro-rata  share of these  gains in equity of  earnings  of joint  ventures.  The
tenancies in common distributed to the Partnership its pro-rata share of the net
sales  proceeds  from  these  sales  as  a  liquidating   distribution  and  the
Partnership  reinvested  these  proceeds  in a Property in  Houston,  Texas,  as
described  above.  The  Partnership  reinvested  these proceeds in a Property in
Houston,  Texas. In January 2002, Houlihan's Restaurant,  Inc., which leases the
Property owned by Show Low Joint Venture,  filed for bankruptcy and rejected the
lease relating to this Property.  As a result, the increase in net income earned
by joint  ventures  during  2001  was  partially  offset  by the  joint  venture
recording a provision for write-down of assets of  approximately  $56,400 during
2001. The provision represented the difference between the net carrying value of
the Property and its fair value.  Net income earned by joint  ventures was lower
during 2000, as compared to 2001,  partially  because the lease  relating to the
Property owned by Melbourne Joint Venture,  in which the Partnership  owns a 50%
interest,  was amended to provide for rent reductions starting in February 2000.
The joint venture stopped  recording rental revenue relating to this Property in
June  2000,  when  the  operator  of this  Property  vacated  the  Property  and
discontinued operations. In addition, during 2000, the joint venture established
a  provision  for  write-down  of  assets  for this  Property  of  approximately
$271,000.  The provision  represented the difference  between the Property's net
carrying value and its estimated fair value. The joint venture did not recognize
any rental income  relating to this Property  until June 2001, at which time the
joint venture re-leased this Property to a new tenant.  The lease terms for this
Property are substantially the same as the Partnership's other leases.
<PAGE>

         The Partnership  earned $81,162 in interest and other income during the
year ended  December 31, 2001, as compared to $55,576  during the same period of
2000.  Interest  and other income was higher  during 2001 due to higher  average
cash balances as a result of net sales proceeds  being held in interest  bearing
accounts until they were reinvested in additional Properties.

         Operating expenses, including depreciation and amortization expense and
provisions for losses on assets,  were $1,337,677 during the year ended December
31,  2001,  as compared to  $993,842  during the same period of 2000.  Operating
expenses  were higher during 2001 because the  Partnership  recorded a provision
for write-down of assets of approximately $565,100 relating to the Properties in
Broken  Arrow,  Oklahoma  and  Cheyenne,  Wyoming.  PRG,  the  tenant,  of these
Properties,   filed  for  bankruptcy,  as  described  above.  In  addition,  the
Partnership recorded a provision for doubtful accounts of approximately  $33,100
and incurred Property expenses,  such as legal fees, repairs and maintenance and
real estate taxes relating to these Properties during 2001.

         Operating  expenses  were also higher during 2001 due to an increase in
the costs incurred for administrative expenses for servicing the Partnership and
its  Properties  and higher state taxes due to changes in tax laws of a state in
which the Partnership conducts business.

         During 2000,  the  Partnership  recorded a provision for  write-down of
assets  of  approximately  $368,400,   relating  to  the  Property  in  Chester,
Pennsylvania  because the lease was  terminated.  The provision  represented the
difference  between the  Property's  net carrying  value and its estimated  fair
value. In May 2001, the Partnership sold this Property, as described above.

         During 2000 the Partnership  incurred transaction costs relating to the
General  Partners  retaining  financial  and legal  advisors  to assist  them in
evaluating  and  negotiating a proposed  merger with APF. On March 1, 2000,  the
merger discussions were terminated.

         As a result of the sales of four  Popeye's  Properties  during 2000 the
Partnership  recognized  gains of  approximately  $639,800 during the year ended
December 31, 2000.

         The  restaurant  industry  has been  relatively  resilient  during this
volatile time with steady performance during 2002. However, the industry remains
in a state of cautious optimism.  Restaurant  operators expect their business to
be better in 2003,  according to a nationwide  survey  conducted by the National
Restaurant  Association,   but  are  concerned  by  the  budget  deficits  being
experienced  by many states and the  potential  of new taxes on the  industry to
alleviate the situation.

         The  Partnership's  leases  as of  December  31,  2002,  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 base rent at specified  times
during the term of the lease.  Inflation,  overall,  has had a minimal effect on
the results of  operations  of the  Partnership.  Continued  inflation 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 January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be considered by a company if that company is subject to a majority risk of loss
from the variable interest entity's activities or entitled to receive a majority
of the entity's  residual returns or both. Prior to FIN 46, a company  generally
included  another entity in its  consolidated  financial  statements  only if it
controlled  the entity  through  voting  interests.  Consolidation  of  variable
interests  entities will provide more complete  information about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created  after  January 31, 2003,  and to older  entities in the first
fiscal year or interim period beginning after June 15, 2003. Management believes
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures  or  Properties  held  with  affiliates  of  the  General  Partners  as
tenants-in-common,  which are currently  accounted for under the equity  method.
However,  such  consolidation  is  not  expected  to  significantly  impact  the
Partnership's results of operations.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.  Financial Statements and Supplementary Data
<PAGE>

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

                                    CONTENTS







                                                                Page

Report of Independent Certified Public Accountants               20

Financial Statements:

     Balance Sheets                                              21

     Statements of Income                                        22

     Statements of Partners' Capital                             23

     Statements of Cash Flows                                 24-25

     Notes to Financial Statements                            26-39



<PAGE>



               Report of Independent Certified Public Accountants





To the Partners
CNL Income Fund VI, Ltd.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial position of CNL Income Fund VI, Ltd. (a Florida limited
partnership)  at December 31, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002 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 15(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.

As  described in Note 1 to the  financial  statements,  on January 1, 2002,  the
Partnership   adopted  Statement  of  Financial   Accounting  Standard  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."




/s/ PricewaterhouseCoopers LLP


Orlando, Florida
January 31, 2003

<PAGE>


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

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                   2002                        2001
                                                                             ------------------         --------------------
<S>     <C>

                            ASSETS

Real estate properties with operating leases, net                                $  14,701,960                $  15,645,815
Net investment in direct financing leases                                            2,308,195                    2,399,329
Real estate held for sale                                                                   --                      393,000
Investment in joint ventures                                                         8,483,605                    8,387,142
Cash and cash equivalents                                                            1,168,450                    1,126,921
Receivables, less allowance for doubtful accounts of $9,774
      and $150,802, respectively                                                       676,352                      124,865
Due from related parties                                                                   109                       15,981
Accrued rental income, less allowance for doubtful accounts
      of $9,697 in 2002 and 2001                                                       550,037                      575,241
Other assets                                                                            30,256                       40,760
                                                                             ------------------         --------------------

                                                                                 $  27,918,964                $  28,709,054
                                                                             ==================         ====================

              LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                                  $     34,851                 $     16,859
Real estate taxes payable                                                               13,010                       13,119
Distributions payable                                                                  787,500                      787,500
Due to related parties                                                                  14,423                       11,507
Rents paid in advance and deposits                                                      41,327                       37,389
                                                                             ------------------         --------------------
        Total liabilities                                                              891,111                      866,374

Minority interest                                                                           --                      137,143

Partners' capital                                                                   27,027,853                   27,705,537
                                                                             ------------------         --------------------

                                                                                 $  27,918,964                $  28,709,054
                                                                             ==================         ====================
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>

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

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                      2002                2001               2000
                                                                ------------------   ---------------    ---------------
<S>     <C>
Revenues:
     Rental income from operating leases                            $  1,977,189       $ 1,915,760        $  1,847,409
     Earned income from direct financing leases                          289,483           203,906             419,511
     Contingent rental income                                            131,860           149,069             147,517
     Lease termination income                                                 --                --             175,000
     Interest and other income                                             9,649            81,162              55,576
                                                                                                        ---------------
                                                                ------------------   ---------------
                                                                       2,408,181         2,349,897           2,645,013
                                                                ------------------   ---------------    ---------------
Expenses:
     General operating and administrative                                250,024           282,197             180,698
     Property expenses                                                    61,518            54,671              35,181
     Provision for doubtful accounts                                          --            33,147                  --
     State and other taxes                                                28,513            42,557              18,720
     Depreciation and amortization                                       367,729           360,044             356,526
     Provision for write-down of assets                                  106,437           565,061             368,430
     Transaction costs                                                        --                --              34,287
                                                                ------------------   ---------------    ---------------
                                                                         814,221         1,337,677             993,842
                                                                ------------------   ---------------    ---------------
Income Before Gain (Loss) on Sale of Assets, Minority
     Interest in Income of Consolidated Joint Venture and
     Equity in Earnings of Unconsolidated Joint Ventures               1,593,960         1,012,220           1,651,171

Gain (Loss) on Sale of Assets                                                 --           (11,897   )         639,806

Minority Interest in Income of Consolidated Joint Venture                (95,316   )       (23,001   )         (27,169  )

Equity in Earnings of Unconsolidated Joint Ventures                      673,970           987,886             672,749
                                                                ---------------      ------------------  ---------------

Income from Continuing Operations                                      2,172,614         1,965,208           2,936,557
                                                                ------------------   ---------------    ---------------

Discontinued Operations (Note 5):
     Income from discontinued operations                                  65,405            67,929              80,239
     Gain on disposal of discontinued operations                         234,297                --                  --
                                                                ------------------   ---------------    ---------------
                                                                         299,702            67,929              80,239
                                                                ------------------   ---------------    ---------------

Net Income                                                          $  2,472,316         2,033,137        $  3,016,796
                                                                ================    ===============     ==============
Income Per Limited Partner Unit
     Continuing Operations                                           $     31.04         $   28.07          $    41.95
     Discontinued Operations                                                4.28              0.97                1.15
                                                                ------------------   ---------------    ---------------

     Total                                                           $     35.32         $   29.04          $    43.10
                                                                ==================   ===============    ===============

Weighted Average Number of Limited Partner Units
     Outstanding                                                          70,000            70,000              70,000
                                                                ==================   ===============    ===============
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>

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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                     General Partners                              Limited Partners
                           ------------------------------------  ---------------------------------------------------
                                                    Accumulated                                       Accumulated
                              Contributions         Earnings    Contributions    Distributions         Earnings
                           --------------------   ------------  -------------   ----------------   -----------------

 <c>
Balance, December 31, 1999      $     1,000       $  290,598   $  35,000,000    $   (31,954,226 )  $   29,633,232

    Distributions to limited
       partners ($45.00 per
       limited partner unit)             --             --               --         (3,150,000 )                --
    Net income                           --             --               --                 --           3,016,796
                              --------------   ------------   --------------   ----------------   -----------------

Balance, December 31, 2000            1,000        290,598       35,000,000        (35,104,226 )        32,650,028

    Distributions to limited
       partners ($45.00 per
       limited partner unit)             --             --               --         (3,150,000 )                --
    Net income                           --             --               --                 --           2,033,137
                              --------------   ------------   --------------   ----------------   -----------------

Balance, December 31, 2001                                       35,000,000        (38,254,226 )        34,683,165
                                      1,000        290,598

    Distributions to limited
       partners ($45.00 per
       limited partner unit)             --             --               --         (3,150,000 )                --
    Net income                           --             --               --                 --           2,472,316
                              --------------   ------------   --------------   ----------------   -----------------

Balance, December 31, 2002      $     1,000    $   290,598    $  35,000,000      $ (41,404,226 )     $  37,155,481
                              ==============   ============   ==============   ================   =================




                                                                                               Syndication
                                                                                                  Costs            Total
                                                                                              --------------   --------------

                                                                                              $ (4,015,000 )    $28,955,604

                                                                                                        --       (3,150,000 )
                                                                                                        --        3,016,796
                                                                                             --------------   --------------
                                                                                                (4,015,000 )     28,822,400
                                                                                                        --       (3,150,000 )
                                                                                             --------------   --------------
                                                                                                (4,015,000 )     27,705,537
                                                                                                        --       (3,150,000 )
                                                                                                        --        2,472,316
                                                                                             --------------   --------------
                                                                                              $ (4,015,000 )    $27,027,853
                                                                                             ==============   ==============

</TABLE>
                 See accompanying notes to financial statements.

<PAGE>

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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                    2002                2001                  2000
                                                               ---------------     ---------------       ---------------
<S>     <C>

Increase (Decrease) in Cash and Cash Equivalents
    Cash Flows from Operating Activities:
    Net Income                                                   $  2,472,316        $  2,033,137          $  3,016,796
                                                             -----------------   -----------------    ------------------
    Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                               375,418             370,848               367,328
           Amortization of investment in direct financing
                leases                                                 58,275              71,787                68,794
           Amortization                                                 1,650               1,648                 1,650
           Minority interest in income of consolidated
                joint venture                                          95,316              23,001                27,169
           Equity in earnings of unconsolidated joint
                ventures, net of distributions                        152,860            (168,113)              209,194
           Loss (gain) on sale of assets                             (216,094)             11,897              (639,806)
           Provision for write-down of assets                         106,437             565,061               368,430
           Provision for doubtful accounts                                 --              33,147                    --
           Decrease (increase) in receivables                          26,288             (12,951)              (10,584)
           Decrease (increase) in due from related party               14,317              (2,388)                5,518
           Increase in accrued rental income                          (48,618)            (56,778)              (97,498)
           Decrease (increase) in other assets                          8,854              21,552               (27,163)
           Increase (decrease) in accounts payable and
                real estate taxes payable                              17,883             (22,863)              (89,824)
           Increase (decrease) in due to related parties                2,916               6,111               (59,824)
           Increase (decrease) rents paid in advance and
                deposits                                                3,776              25,270                (3,881)
                                                             -----------------   -----------------    ------------------
                    Total adjustments                                 599,278             867,229               119,503
                                                             -----------------   -----------------    ------------------

Net Cash Provided by Operating Activities                           3,071,594           2,900,366             3,136,299
                                                             -----------------   -----------------    ------------------

Cash Flows from Investing Activities:
    Proceeds from sale of assets                                      441,126             373,800             2,071,847
    Additions to real estate properties with operating                     --          (3,063,219)                   --
        leases
    Investment in joint ventures                                     (247,437)         (1,368,300)           (1,112,500)
    Liquidating distribution from joint ventures                           --           2,430,032                    --
    Redemption of (investment in) certificate of deposit                   --             100,000              (100,000)
    Decrease (increase) in restricted cash                                 --           2,061,560            (2,061,560)
                                                             -----------------   -----------------    ------------------
        Net cash provided by (used in) investing activities           193,689             533,873            (1,202,213)
                                                             -----------------   -----------------    ------------------

Cash Flows from Financing Activities:
    Proceeds from loan from corporate General Partner                      --              75,000                    --
    Repayment of loan from corporate General Partner                       --             (75,000)                   --
    Distributions to limited partners                              (3,150,000)         (3,150,000)           (3,150,000)
    Distributions to holder of minority interest                      (73,754)            (26,191)              (40,706)
                                                             -----------------   -----------------    ------------------
        Net cash used in financing activities                      (3,223,754)         (3,176,191)           (3,190,706)
                                                             -----------------   -----------------    ------------------

Net Increase (Decrease) in Cash and Cash Equivalents                   41,529             258,048            (1,256,620)

Cash and Cash Equivalents at Beginning of Year                      1,126,921             868,873             2,125,493
                                                             -----------------   -----------------    ------------------
Cash and Cash Equivalents at End of Year                         $  1,168,450        $  1,126,921           $   868,873
                                                             =================   =================    ==================
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                                   Year Ended December 31,
                                                                            2002               2001               1999
                                                                       ---------------    ---------------    ---------------
<S>     <C>

Supplemental Schedule of Non-Cash Investing and Financing
    Activities:

       Insurance proceeds receivable                                      $   577,775           $     --           $     --
                                                                       ===============    ===============    ===============

       Distributions declared and unpaid at December 31                   $   787,500        $   787,500        $   787,500
                                                                       ===============    ===============    ===============
</TABLE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies:

         Organization  and Nature of Business - CNL Income  Fund VI,  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%  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 real estate
         property acquisitions at cost, including acquisition and closing costs.
         Real  estate  properties  are leased to 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.  During the years ended  December  31, 2002,
         2001, and 2000, tenants paid directly to real estate taxing authorities
         approximately $315,800, $295,600, and $247,700,  respectively,  in real
         estate  taxes in  accordance  with the terms of their triple net leases
         with the Partnership.

         The leases of the  Partnership  provide for base minimum  annual rental
         payments payable in monthly installments.  In addition,  certain leases
         provide for  contingent  rental  revenues  based on the tenants'  gross
         sales in  excess  of a  specified  threshold.  The  Partnership  defers
         recognition  of  the  contingent  rental  revenues  until  the  defined
         thresholds  are met.  The leases  are  accounted  for using  either the
         direct financing or the operating  methods.  Such methods are described
         below:

         Direct  financing  method -  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).
         Unearned  income is  deferred  and  amortized  to income over the lease
         terms so as to  produce  a  constant  periodic  rate of  return  on the
         Partnership's  net investment in the 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 some of these leases are operating 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.

         Accrued  rental  income  represents  the  aggregate  amount  of  income
         recognized  on a  straight-line  basis in  excess of  scheduled  rental
         payments to date.

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:

         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent  rentals.  The lease options  generally allow tenants to
         renew the leases for two to four 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.

         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 the fair value.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  a  provision  is  made  to  increase  the
         allowance for doubtful accounts. If amounts are subsequently determined
         to be  uncollectible,  the  corresponding  receivable and allowance for
         doubtful accounts are decreased accordingly.

         Investment in Joint  Ventures - Prior to the  liquidation of Caro Joint
         Venture,  a  Florida  limited   partnership,   in  November  2002,  the
         Partnership  accounted  for its 66% interest in the joint venture using
         the consolidation  method.  Minority interest  represented the minority
         joint  venture   partners'   proportionate   share  of  equity  in  the
         Partnership's  consolidated joint venture. All significant intercompany
         accounts  and  transactions  have been  eliminated.  The  Partnership's
         investments in Auburn Joint Venture, Show Low Joint Venture,  Asheville
         Joint Venture,  Warren Joint Venture,  and Melbourne  Joint Venture and
         properties in Clinton, North Carolina; Vancouver,  Washington; Overland
         Park, Kansas; Memphis,  Tennessee; Fort Myers, Florida; Baytown, Texas;
         Waldorf, Maryland; Niles, Illinois; Universal City, Texas; and Schertz,
         Texas,  each of which is held as  tenants-in-common  with affiliates of
         the general  partners,  are accounted for using the equity method since
         the joint venture agreement requires the consent of all partners on all
         key decisions affecting the operations of the underlying property.

         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 - Other assets include  brokerage fees and lease  incentive
         costs  incurred in finding new tenants and  negotiating  leases and are
         amortized  over the terms of the new  leases  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.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:

         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 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.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2002  presentation,
         including a change in  presentation of the statement of cash flows from
         the  direct to the  indirect  method.  These  reclassifications  had no
         effect on total partners' capital, net income or cash flows.

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

         FASB  Interpretation  No. 46 ("FIN 46") - In January 2003,  FASB issued
         FASB  Interpretation  No. 46 ("FIN  46"),  "Consolidation  of  Variable
         Interest  Entities" to expand upon and strengthen  existing  accounting
         guidance  that  addresses  when a company  should  include  the assets,
         liabilities   and   activities  of  another  entity  in  its  financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest entity be considered by a company if
         that  company is subject to a majority  risk of loss from the  variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests.  Consolidation of
         variable  interests  entities  will provide more  complete  information
         about  the  resources,  obligations,  risks  and  opportunities  of the
         consolidated  company.  The consolidation  requirements of FIN 46 apply
         immediately  to variable  interest  entities  created after January 31,
         2003,  and to older entities in the first fiscal year or interim period
         beginning  after June 15, 2003.  Management  believes  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to the  Partnership's  unconsolidated  joint
         ventures or properties held with affiliates of the general  partners as
         tenants-in-common,  which are currently  accounted for under the equity
         method.  However,  such  consolidation is not expected to significantly
         impact the Partnership's results of operations.
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


2.       Real Estate Properties With Operating Leases:

         Real estate properties with operating leases consisted of the following
         at December 31:

<TABLE>
<CAPTION>
                                                                      2002                 2001
                                                               -------------------   ------------------

<S>     <C>
                  Land                                              $   7,984,328        $   7,984,328
                  Buildings                                            10,330,088           11,042,851

                                                               -------------------   ------------------
                                                                       18,314,416           19,027,179
                  Less accumulated depreciation                        (3,612,456 )         (3,381,364 )
                                                               -------------------   ------------------
                                                                    $  14,701,960        $  15,645,815
                                                               ===================   ==================
</TABLE>

         In February  2001,  the  Partnership  reinvested the net sales proceeds
         from the 2000 sale of several  properties in two additional  properties
         one in  Burley,  Idaho  and one in  Cleburne,  Texas.  The  Partnership
         acquired these properties from CNL Funding 2001-A,  LP, an affiliate of
         the general partners.

         In May 2001, the Partnership sold its property in Chester, Pennsylvania
         to a third  party and  received  net sales  proceeds  of  approximately
         $83,000.  The  Partnership  had recorded  provisions  for write-down of
         assets  in prior  years.  During  2001,  the  Partnership  recorded  an
         additional loss of $14,008 upon the sale of the property.

         In December  2001,  the  Partnership  reinvested the net sales proceeds
         from  the  sale  of the  property  in  Round  Rock,  Texas,  which  the
         Partnership held as tenants-in-common with CNL Income Fund XI, Ltd., in
         a property in Houston,  Texas.  The Partnership  acquired this property
         from CNL Funding 2001-A, LP, an affiliate of the general partners.

         In October  2002,  the property in Marietta,  Georgia was  destroyed by
         fire and the tenant terminated its lease relating to this property.  As
         a result, the Partnership recorded a provision for write-down of assets
         of approximately  $73,600. The property is covered by insurance held by
         the tenant. The expected  insurance proceeds of approximately  $577,800
         were included in receivables. In November 2002, Caro Joint Venture, the
         Partnership's  consolidated joint venture, sold its property to a third
         party.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2002:

                     2003                     $  1,863,615
                     2004                        1,855,970
                     2005                        1,189,617
                     2006                        1,072,455
                     2007                        1,072,455
                     Thereafter                  7,466,877
                                           ----------------

                                              $ 14,520,989
                                           ================

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


3.       Net Investment in Direct Financing Leases:

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

                                                                          2002                 2001
                                                                     ----------------    -----------------
<S>     <C>

                Minimum lease payments receivable                       $  3,922,057         $  4,302,673
                Estimated residual values                                    920,662              920,662
                Less unearned income                                      (2,534,524 )         (2,824,006 )
                                                                     -----------------   ----------------
                Net investment in direct financing leases               $  2,308,195         $  2,399,329
                                                                     ================    =================
</TABLE>

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2002:

                      2003              $   347,756
                      2004                  347,756
                      2005                  350,645
                      2006                  365,875
                      2007                  365,875
                      Thereafter          2,144,150
                                     ---------------
                                     ---------------

                                       $  3,922,057
                                     ===============

         During 2001,  the  Partnership  recorded  provisions  for write-down of
         assets of approximately  $565,100  relating to its properties in Broken
         Arrow,   Oklahoma  and  Cheyenne,   Wyoming.   In  December  2001,  the
         Partnership  sold the property in Cheyenne,  Wyoming for which the real
         estate  property  was  classified  as  a  direct  financing  lease.  In
         connection with the sale, the gross investment  (minimum lease payments
         receivable  and the  estimated  residual  value)  and  unearned  income
         relating to the assets  classified as a direct  financing  lease,  were
         removed from the  accounts.  The  Partnership  sold this  property to a
         third party and received net sales proceeds of approximately  $290,800,
         resulting  in a gain of  approximately  $2,100.  In January  2003,  the
         Partnership  entered  into a  contract  with a third  party to sell the
         property  in  Broken  Arrow,  Oklahoma.  The  Partnership  recorded  an
         additional provision for write-down of assets relating to this property
         of  approximately  $32,900 as of  December  31,  2002.  The  provisions
         represented  the difference  between the properties' net carrying value
         and its estimated fair value.

4.       Investment in Joint Ventures:

         The  Partnership  has a 3.9%,  a 36%,  a 14.46%,  a 64.29%,  and a 50%,
         interest in the profits and losses of Auburn  Joint  Venture,  Show Low
         Joint  Venture,  Asheville  Joint Venture,  Warren Joint  Venture,  and
         Melbourne Joint Venture. In addition,  the Partnership has a 23.04%, an
         18%,  a  34.74%,  a 46.2%,  an 85%,  an 80%,  and a 74%  interest  in a
         property  in  Vancouver,  Washington;  a  property  in  Clinton,  North
         Carolina;  a property in Overland Park,  Kansas; a property in Memphis,
         Tennessee;  a property in Fort Myers,  Florida;  a property in Baytown,
         Texas;   and  a   property   in   Niles,   Illinois,   each   held   as
         tenants-in-common, respectively. The remaining interests in these joint
         ventures  and the  properties  held as  tenants  in common  are held by
         affiliates of the Partnership which have the same general partners.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:

         In June 2001,  the  Partnership  and CNL Income Fund IX, Ltd.  sold the
         property  in Dublin,  California  and  received  net sales  proceeds of
         approximately    $1,699,600,    resulting    in   a   gain,    to   the
         tenancy-in-common,  of approximately $158,100. The Partnership received
         approximately $1,273,800 as a liquidating distribution for its pro-rata
         share  of the  net  sales  proceeds.  In  July  2001,  the  Partnership
         reinvested these net sales proceeds in a property in Waldorf, Maryland,
         as tenants-in-common  with CNL Income Fund IX, Ltd. and CNL Income Fund
         XVII, Ltd., each of which is an affiliate of the general  partners.  As
         of December 31, 2002, the  Partnership  had  contributed  approximately
         $1,368,300  for a 60% interest in the property.  In October  2001,  the
         Partnership  and CNL Income  Fund XI, Ltd.  sold the  property in Round
         Rock,   Texas  and  received  net  sales   proceeds  of   approximately
         $1,510,700,   resulting  in  a  gain,  to  the  tenancy-in-common,   of
         approximately   $123,900.   The  Partnership   received   approximately
         $1,156,300 as a liquidating  distribution for its pro-rata share of the
         net sales proceeds.  In December 2001, the  Partnership  reinvested the
         majority of these proceeds in a property in Houston, Texas.

         During 2000, the lease  associated with the property owned by Melbourne
         Joint  Venture had been amended to provide for rent  reductions  due to
         financial  difficulties  the  tenant  was  experiencing  and the  joint
         venture  recorded a provision for write-down of assets of approximately
         $271,000.   The  provision   represented  the  difference  between  the
         property's  net carrying  value at December 31, 2000 and its  estimated
         fair value. In June 2001, the Partnership  re-leased this property to a
         new tenant.

         In January 2002, Houlihan's Restaurant, Inc., which leased the property
         owned by Show Low Joint Venture,  filed for bankruptcy and rejected the
         lease relating to this property. As a result, at December 31, 2001, the
         joint venture  reclassified  the building  portion of the property from
         net investment in direct  financing  lease to real estate property with
         an operating  lease. No loss on termination of direct  financing leases
         was recorded. In addition, during the year ended December 31, 2001, the
         Partnership   recorded  a  provision   for   write-down  of  assets  of
         approximately $56,400. The provision represented the difference between
         the net carrying  value of the property and its  estimated  fair value.
         Based on a pending  contract to sell the  property,  the joint  venture
         recorded  an  additional   provision   for   write-down  of  assets  of
         approximately  $172,200  during the year ended  December 31, 2002.  The
         contract for the sale of the property was  subsequently  terminated and
         the Partnership is currently seeking a new tenant.

         In June  2002,  the  Partnership  and CNL  Income  Fund  XI,  Ltd.,  an
         affiliate of the general partners,  invested in two properties,  one in
         Universal  City,  Texas and one in Schertz,  Texas,  each as a separate
         tenancy in common arrangement.  The Partnership and CNL Income Fund XI,
         Ltd.  acquired  these  properties  from  CNL  Funding  2001-A,  LP,  an
         affiliate of the general partners.  The Partnership and CNL Income Fund
         XI, Ltd.  entered into agreements  whereby each co-tenant will share in
         the profits and losses of each property in proportion to its applicable
         percentage   interest.   As  of  December  31,  2002,  the  Partnership
         contributed  approximately  $148,500  and  $98,900 for a 14.2% and 9.5%
         interest, respectively, in these properties.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:

         Auburn Joint Venture, Show Low Joint Venture,  Asheville Joint Venture,
         Melbourne Joint Venture,  Warren Joint Venture, and the Partnership and
         affiliates  as  tenants-in-common  in  ten  separate  tenancy-in-common
         arrangements,  each  own and  lease  one  property  to an  operator  of
         national fast-food and 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:
<TABLE>

<CAPTION>

                                                             December 31,             December 31,
                                                               2002                       2001
                                                        --------------------      ------------------
<S>     <C>
         Real estate properties with operating
             leases, net                                     $   15,447,473           $  13,817,152
         Net investment in direct financing leases                2,719,398               2,750,031
         Cash                                                        34,613                  86,895
         Receivables, less allowance for doubtful
             accounts                                                30,855                  31,451
         Accrued rental income                                      635,573                 497,023
         Other assets                                                   444                   3,412
         Liabilities                                                  3,519                   1,057
         Partners' capital                                       18,864,837              17,184,907


                                                                          Year Ended December 31,
                                                               2002                 2001                2000
                                                        --------------------  ------------------  ------------------

         Revenues                                            $    1,904,597       $   1,925,303       $   1,913,667
         Expenses                                                  (326,506 )          (346,507 )          (321,656 )
         Provision for write-down of assets                        (172,165 )           (56,398 )          (271,043 )
         Gain on sale of assets                                          --             282,012                  --
                                                        --------------------  ------------------  ------------------
         Net Income                                          $    1,405,926       $   1,804,410          $1,320,968
                                                        ====================  ==================  ==================
</TABLE>

<PAGE>


         The Partnership  recognized income of $673,970,  $987,886, and $672,749
         during the years ended December 31, 2002, 2001 and 2000,  respectively,
         from these joint ventures and tenancy in common arrangements.

5.       Discontinued Operations:

         During  2002,  Caro Joint  Venture,  in which the  Partnership  owned a
         66.14%  interest  and  accounted  for under the  consolidation  method,
         entered  into an  agreement  with a third party to sell its property in
         Caro,  Michigan.  During 2002, the joint venture sold this property and
         received net sales proceeds of approximately  $600,000,  resulting in a
         gain on sale of assets of approximately  $216,100 to the joint venture.
         As a  result  of the  sale  of the  property,  the  joint  venture  was
         dissolved  in  accordance  with the  joint  venture  agreement  and the
         Partnership received  approximately  $441,100 representing its pro-rata
         share of liquidating  distributions from the joint venture and recorded
         a gain on sale of  discontinued  operations  of  approximately  $18,200
         during the year ended December 31, 2002. The financial results relating
         to this  property  are  reflected  as  Discontinued  Operations  in the
         accompanying financial statements.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


5.       Discontinued Operations - Continued:

         The  operating  results of the  discontinued  operations  for the above
         properties are as follows:
<TABLE>
<CAPTION>

                                                               Year Ended December 31,
                                                    2002                2001                 2000
                                              -----------------    ----------------    ------------------
<S>     <C>
          Rental revenues                          $    79,582          $   90,264               95,914
          Expenses                                     (14,177 )           (22,335 )             (15,675 )
          Gain on disposal of assets                   234,297                  --                    --
                                              -----------------    ----------------    ------------------
          Income from discontinued
                Operations                         $   299,702          $   67,929           $    80,239
                                              =================    ================    ==================
</TABLE>

6.       Receivables:

         During 1997,  the  Partnership  terminated the lease with the tenant of
         the property in  Greensburg,  Indiana.  In  connection  therewith,  the
         Partnership  accepted  a  promissory  note from the  former  tenant for
         $13,077  for  past  due  amounts.   The  promissory   note,  which  was
         uncollateralized,  bore interest at a rate of ten percent per annum and
         was being  collected  in 36 monthly  installments.  These  amounts were
         fully collected by December 31, 2001.

7.       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% 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% to the  limited
         partners  and one percent to the  general  partners.  However,  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  adjusted
         capital contributions (the "10% Preferred Return").

         From inception through December 31, 1999, generally, net sales proceeds
         from the sale 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 10%  Preferred
         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% to the limited  partners and five
         percent to the general  partners.  Any gain from the 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% to the limited  partners  and five percent to the
         general partners.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


7.       Allocations and Distributions - Continued:

         Generally,  net sales  proceeds from a liquidating  sale of properties,
         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 distribute  to the partners  with positive  capital
         accounts  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% to the
         limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         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 during the years ended December 31, 2002, 2001 or 2000.

         During each of the years ended  December 31, 2002,  2001, and 2000, the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,150,000.  No distributions have been made to the general partners to
         date.
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


8.       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>
                                                                             2002            2001             2000
                                                                        --------------- ---------------- ---------------
<S>     <C>

          Net income for financial reporting purposes                      $ 2,472,316      $ 2,033,137     $ 3,016,796

          Effect of timing differences relating to depreciation                 (9,349)         (31,672)        (57,187)

          Provision for write-down of assets                                   106,437          565,061         368,430

          Direct financing leases recorded as operating leases for
               tax reporting purposes                                           58,274           71,806          68,794

          Effect of timing differences relating to gains/losses on
               real estate property sales                                     (261,029)        (216,733)       (639,806)

          Effect of timing differences relating to equity in earning
               of unconsolidated joint ventures                                 13,662         (264,234)          4,976

          Effect of timing differences relating to allowance for
               doubtful accounts                                              (141,028)         (43,067)        (46,628)

          Accrued rental income                                                (48,618)         (56,778)        (97,498)

          Rents paid in advance                                                  4,438           25,270          (4,381)

          Deduction of transaction costs for tax reporting purposes                 --               --        (194,444)

          Effect of timing differences relating to minority interest
               of consolidated joint venture                                   217,376             (267)          3,761
                                                                        --------------- ---------------- ---------------
          Net income for federal income tax purposes                       $ 2,412,479      $ 2,082,523     $ 2,422,813
                                                                        =============== ================ ===============
</TABLE>
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


9.       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 APF  Partners,  LP, a wholly owned  subsidiary of CNL American
         Properties Fund, Inc. ("APF") served as the Partnership's advisor until
         January 1, 2002,  when it assigned its rights and  obligations  under a
         management  agreement to RAI Restaurants,  Inc.  (formerly known as CNL
         Restaurants  XVIII,  Inc.). RAI Restaurants,  Inc. ("the Advisor") is a
         wholly owned  subsidiary of APF. The  individual  general  partners are
         stockholders and directors of APF.

         The Advisor provides services  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 and
         the property held as  tenants-in-common  with an affiliate,  but not in
         excess of  competitive  fees for  comparable  services.  These fees are
         payable only after the limited  partners  receive  their 10%  Preferred
         Return.  Due to the fact  that  these  fees are  noncumulative,  if the
         limited  partners have not received  their 10% Preferred  Return in any
         particular  year,  no  management  fees will be due or payable for such
         year. As a result of such  threshold,  no management fees were incurred
         during the years ended December 31, 2002 and 2001.

         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 sales proceeds are reinvested in a placement 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  10%  Preferred
         Return,  plus  their  adjusted  capital  contributions.   No  deferred,
         subordinated  real estate  disposition  fees have been  incurred  since
         inception.

         During 2001, the Partnership acquired three properties,  one in Burley,
         Idaho,  one in Cleburne,  Texas,  and one in Houston,  Texas,  from CNL
         Funding  2001-A,  LP. In June 2002, the Partnership and CNL Income Fund
         XI, Ltd.  acquired  one property in  Universal  City,  Texas and one in
         Schertz, Texas, each as a separate tenancy-in-common  arrangement.  The
         Partnership and CNL Income Fund XI, Ltd. acquired these properties from
         CNL Funding 2001-A,  LP. CNL Funding 2001-A,  LP is an affiliate of the
         general partners.  CNL Funding 2001-A, LP had purchased and temporarily
         held title to the properties in order to facilitate the  acquisition of
         the  properties  by the  Partnership.  The  purchase  price paid by the
         Partnership represented the costs incurred by CNL Funding 2001-A, LP to
         acquire and carry the properties.

         During  the  years  ended  December  31,  2002,  2001,  and  2000,  the
         Partnership's  Advisor  and  its  affiliates  provided  accounting  and
         administrative  services.  The Partnership incurred $177,297,  $198,307
         and $97,772 for the years ended  December  31,  2002,  2001,  and 2000,
         respectively, for such services.

         The due to  related  parties at  December  31,  2002 and 2001,  totaled
         $14,423 and $11,507, respectively.
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Concentration of Credit Risk:

         The  following   schedule  presents  rental  revenues  from  individual
         lessees,  each  representing more than ten percent of the Partnership's
         rental revenues  (including the Partnership's  share of rental revenues
         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>
                                                                2002               2001                2000
                                                             --------------    ----------------    ---------------

 <c>
             Golden Corral Corporation                           $ 787,090          $  779,116         $  771,099
             IHOP Properties, Inc.                                 621,599             772,413            864,889

</TABLE>

         In addition,  the  following  schedule  presents  rental  revenues from
         individual  restaurant chains,  each representing more than ten percent
         of the Partnership's rental revenues (including the Partnership's share
         of rental  revenues  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>

                                                                 2002               2001                2000
                                                           ----------------    ----------------   -----------------

 <c>
              Golden Corral Family Steakhouse Restaurants        $ 787,090            $779,116           $ 771,099
              IHOP                                                 621,599             772,413             864,889
</TABLE>

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains 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.


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


11.      Selected Quarterly Financial Data:

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2002 and
         2001.
<TABLE>
<CAPTION>

                  2002 Quarter             First         Second         Third          Fourth             Year
         ------------------------------- ----------   -------------  ------------  ---------------   ---------------

 <c>
         Continuing Operations (1):
              Revenues                    $593,748       $ 569,324     $ 601,134       $  643,975       $ 2,408,181
              Equity in earnings of
                unconsolidated joint
                ventures                   169,719         170,708       198,605          134,938           673,970
              Income from
                continuing
                operations                 555,671         561,148       615,514          440,281         2,172,614
         Discontinued operations (1):
              Revenues                      22,970          22,970        22,970           10,672            79,582
              Income from
                discontinued
                operations                  18,644          19,392        16,744          244,922           299,702

         Net Income                        574,315         580,540       632,258          685,203         2,472,316

         Net Income per limited
           partner unit:

           Continuing operations           $  7.93        $   8.01      $   8.79        $    6.31         $   31.04
           Discontinued operations            0.27            0.28          0.24             3.49              4.28
                                         ----------   -------------  ------------  ---------------   ---------------
                Total                      $  8.20        $   8.29      $   9.03        $    9.80         $   35.32
                                         ==========   =============  ============  ===============   ===============
</TABLE>

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


11.      Selected Quarterly Financial Data - Continued:
<TABLE>
<CAPTION>

                  2001 Quarter             First         Second         Third          Fourth             Year
         ------------------------------- ----------   -------------  ------------  ---------------   ---------------
<S>     <C>
         Continuing Operations (1):
              Revenues                    $601,991       $ 542,644     $ 535,626       $  669,636       $ 2,349,897
              Equity in earnings of
                unconsolidated joint
                ventures                   186,256         329,036       222,171          250,423           987,886
              Income from
                continuing
                operations                 503,632         362,623       315,305          783,648         1,965,208
         Discontinued operations (1):
              Revenues                      23,293          22,256        23,638           21,077            90,264
              Income from
                discontinued
                operations                  19,707          16,895        18,486           12,841            67,929

         Net Income                        523,339         379,518       333,791          796,489         2,033,137

         Net Income per Limited
           Partner unit:

           Continuing operations           $  7.20        $   5.18      $   4.51        $   11.18         $   28.07
           Discontinued operations            0.28            0.24          0.26             0.19              0.97
                                         ----------   -------------  ------------  ---------------   ---------------
                Total                      $  7.48        $   5.42      $   4.77        $   11.37         $   29.04
                                         ==========   =============  ============  ===============   ===============

         (1)  Certain  items in  selected  quarterly  financial  data  have been
              reclassified   to   conform  to  the  2002   presentation.   These
              reclassifications  had no effect on total net income.  The results
              of operations  relating to properties that were either disposed of
              or were  classified  as held for sale as of December  31, 2002 are
              reported as discontinued operations for all periods presented. The
              results of operations  relating to properties that were identified
              for  sale as of  December  31,  2001  but  sold  subsequently  are
              reported as continuing operations.
</TABLE>
<PAGE>

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

         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 American Properties Fund, Inc. ("APF"), 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 56. 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 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,  Inc.,  formerly the
Partnership's advisor, until it merged with a wholly-owned  subsidiary of APF in
September  1999, and in June 2000, was re-elected to those positions of CNL Fund
Advisors, Inc. 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., all
of which are engaged in the  business of real estate  finance.  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,  an  independent,
state-chartered  commercial  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 55. 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 a
Director  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 CNL Fund  Advisors,  Inc.  prior to its merger with a
wholly-owned subsidiary of 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.;  Director,  Vice Chairman of the
Board, and Treasurer , and from 1997 until June 2002 served as President, of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
as well as, Director,  Vice Chairman of the Board, and Treasurer,  and from 1997
until June 2002 served as President,  of CNL Hospitality Corp., its advisor.  In
addition,  Mr.  Bourne  serves as  Director,  Vice  Chairman  of the Board,  and
Treasurer,  and from 1997 until June 2002 served as President, of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
Director,  Vice Chairman of the Board,  and Treasurer,  and from 1997 until June
2002 served as 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.
<PAGE>

         Curtis B.  McWilliams,  age 47. 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 CNL Fund Advisors,  Inc., Mr.  McWilliams  served as President of
APF from  February  1999 until  September  1999.  From February 1998 to February
1999, he served as Executive  Vice President of APF. Mr.  McWilliams  joined CNL
Financial  Group,  Inc. in April 1997 and served as an Executive  Vice President
from October 1997 until September 1999. In addition,  Mr.  McWilliams  served as
President  of CNL Fund  Advisors,  Inc.  and CNL  Financial  Services,  Inc.,  a
corporation  engaged in the business of real estate  financing,  from April 1997
until the  acquisition of such entities by  wholly-owned  subsidiaries of 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.

         Steven  D.  Shackelford,  age  39.  Mr.  Shackelford  was  promoted  to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief  Financial  Officer  since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors,  Inc. 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.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act requires the General  Partners,  the
officers of the  corporate  General  Partner,  and persons who own more than ten
percent  of  a  registered  class  of  the   Partnership's   equity   securities
(collectively,  the  "Reporting  Persons"),  to file  reports of  ownership  and
changes in  ownership  on Forms 3, 4 and 5 with the SEC.  Reporting  Persons are
required by SEC regulation to furnish the  Partnership  with copies of all Forms
3, 4 and 5 that they file.

         Based  solely on the  General  Partners'  review of the  copies of such
forms the  Partnership  has  received and written  representations  from certain
Reporting  Persons  that they  were not  required  to file  Forms 5 for the last
fiscal year, the General  Partners  believe that all Reporting  Persons complied
with all filing  requirements  applicable  to them with respect to  transactions
during fiscal 2002.

<PAGE>


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 10,  2003,  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 10, 2003,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

                    Title of Class                           Name of Partner                 Percent of Class
<S>     <C>
           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.

         The Partnership does not have any equity compensation plans.
<PAGE>


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, 2002,  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>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2002
----------------------------------     --------------------------------------      ------------------------------
<S>     <C>
Reimbursement  to affiliates  for      Operating  expenses are reimbursed at       Accounting and
operating expenses                     the  lower  of  cost  or  90%  of the       administra-tive  services:
                                       prevailing  rate at which  comparable       $177,297
                                       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, subordinated                   One  percent  of  the  sum  of  gross       $-0-
management fee to affiliates           operating  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,   subordinated  to
                                       certain   minimum   returns   to  the
                                       Limited   Partners.   The  management
                                       fee will not exceed  competitive fees
                                       for comparable  services.  Due to the
                                       fact    that     these    fees    are
                                       noncumulative,    if   the    Limited
                                       Partners have not received  their 10%
                                       Preferred  Return  in any  particular
                                       year, no management  fees will be due
                                       or payable for such year.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2002
---------------------------------      --------------------------------------      ------------------------------
<S>     <C>
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.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2002
---------------------------------      --------------------------------------      ------------------------------
<S>     <C>

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>

In   addition,   during   2002,   the   Partnership   and   an   affiliate,   as
tenants-in-common,  acquired  two  Properties  from CNL Funding  2001-A,  LP, an
affiliate  of the  General  Partners  for an  aggregate  cost  of  approximately
$2,087,200.  CNL Funding 2001-A,  LP had purchased and temporarily held title to
these Properties in order to facilitate the acquisition of the Properties by the
Partnership.  The purchase  price paid by the  Partnership  represents the costs
incurred by CNL Funding 2001-A, LP to acquire and carry the Properties.


Item 14.  Controls and Procedures

         The  General  Partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  General  Partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Annual  Report  on Form  10-K and  have  determined  that  such
disclosure controls and procedures are effective.

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

                                     PART IV

<TABLE>
<CAPTION>

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
<S>     <C>
(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, 2002 and 2001

                  Statements of Income for the years ended December 31, 2002, 2001, and 2000

                  Statements of Partners' Capital for the years ended December 31, 2002, 2001, and 2000

                  Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000

                  Notes to Financial Statements

         2.   Financial Statement Schedule

                  Schedule II -Valuation and Qualifying Accounts for the years ended December 31, 2002, 2001 and 2000

                  Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

                  Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

              All other  Schedules  are omitted as the required  information  is
              inapplicable or is presented in the financial  statements or notes
              thereto.
</TABLE>
<PAGE>

         3.   Exhibits

                  3.1      Certificate of Limited Partnership of CNL Income Fund
                           VI, Ltd.  (Included  as Exhibit  3.3 to  Registration
                           Statement No. 33-23892 on Form S-11 and  incorporated
                           herein by reference.)

                  4.1      Certificate of Limited Partnership of CNL Income Fund
                           VI, Ltd.  (Included  as Exhibit  4.2 to  Registration
                           Statement No. 33-23892 on Form S-11 and  incorporated
                           herein by reference.)

                  4.2      Agreement and  Certificate of Limited  Partnership of
                           CNL Income Fund VI, Ltd.  (Included as Exhibit 4.2 to
                           Form 10-K  filed  with the  Securities  and  Exchange
                           Commission on April 1, 1996, and incorporated  herein
                           by reference.)

                  10.1     Management  Agreement  (Included  as Exhibit  10.1 to
                           Form 10-K  filed  with the  Securities  and  Exchange
                           Commission on March 31, 1994, and incorporated herein
                           by reference.)

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

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

                  10.4     Assignment  of  Management  Agreement  from  CNL Fund
                           Advisors,  Inc. to CNL APF Partners, LP. (Included as
                           Exhibit  10.4 to Form 10-Q filed with the  Securities
                           Exchange   Commission   on   August  9,   2001,   and
                           incorporated herein by reference).

                  10.5     Assignment  of  Management  Agreement  from  CNL  APF
                           Partners, LP to CNL Restaurants XVIII, Inc. (Included
                           as   Exhibit   10.3  to  Form  10-Q  filed  with  the
                           Securities  and  Exchange  Commission  on August  13,
                           2002, and incorporated herein by reference.)

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

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

         (b)      The Registrant  filed no reports on Form 8-K during the period
                  October 1, 2002 through December 31, 2002.

<PAGE>

                                   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 24th day of
March, 2003.

                                              CNL INCOME FUND VI, 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.

<PAGE>


         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>

               Signature                                  Title                                  Date

 <c>
/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 24, 2003
Robert A. Bourne                         (Principal   Financial  and  Accounting
                                         Officer)

/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 24, 2003
James M. Seneff, Jr.                     (Principal Executive Officer)
</TABLE>

<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


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

         1. I have reviewed this annual report on Form 10-K of the registrant;

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

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

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

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

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

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

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

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

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

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

Date:  March 24, 2003


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

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

         1. I have reviewed this annual report on Form 10-K of the registrant;

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

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

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

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

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

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

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

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

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

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


Date:  March 24, 2003


/s/ Robert A. Bourne
Robert A. Bourne
President and Treasurer
<PAGE>


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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>

                                                     Additions                                   Deductions
                                  -------------------------------------------------    --------------------------------
<S>     <C>
                                                                                                           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
----------    -----------------   --------------  ---------------  ----------------    -------------     --------------  -----------

  2000        Allowance for
                  doubtful
                  accounts (a)        $ 288,215       $       --        $   37,003 (b)       $   --         $  83,631      $ 241,587
                                  ==============  ===============  ================    =============     ==============  ===========

  2001        Allowance for
                  doubtful
                  accounts (a)        $ 241,587       $   44,987        $  164,929 (b)    $ 243,222 (c)     $   9,761      $ 198,520
                                  ==============  ===============  ================    =============     ==============  ===========

  2002        Allowance for
                  doubtful
                  accounts (a)        $ 198,520       $       --        $   22,127        $ 188,872 (c)     $  12,304       $ 19,471
                                  ==============  ===============  ================    =============     ==============  ===========

</TABLE>


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

         (b)  Reduction of rental and other income.

         (c)  Amounts written off as uncollectible.
<PAGE>

                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Parnership)

       SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

                                December 31, 2002

<TABLE>
<CAPTION>

                                                                            Costs Capitalized
                                                                            Subsequent to
                                                    Initial Cost            Acquisition
                                         ------------------------ -------------------
                           Encum-                     Buildings anImprove-    Carrying
                           brances          Land       Improvements ments     Costs
                          ----------     -----------  ----------- ----------  -------

 <c>
Properties the Partnership
   has Invested in Under
   Operating Leases:

    Arby's Restaurants:
      Greensburg, Indiana     -            $222,558            -   $640,529        -

    Church's Fried Chicken
      Restaurants:
          Gainesville, Florida-              83,542      208,564    192,227        -
          Orlando,Florida     -             177,440      270,985          -        -

    Golden Corral Family
      Steakhouse Restaurants:
          Albuquerque, New Mex-co           717,708    1,018,823          -        -
          Amarillo, Texas     -             773,627      908,171          -        -
          Lawton, Oklahoma    -             559,095      838,642          -        -
          El Paso, Texas      -             670,916            -    837,317        -

    Hardee's Restaurants:
      Springfield, Tennessee  -             203,159      413,221          -        -

    IHOP Restaurants:
      Elgin, Illinois         -             426,831            -          -        -
      Manassas, Virginia      -             366,992      759,788          -        -

    Jack in the Box Restaurants:
      San Antonio, Texas      -             272,300            -          -        -
      Cleburne, Texas         -             516,894      620,888          -        -
      Burley, Idaho           -             453,108      507,477          -        -

    KFC Restaurant:
      Gainesville, Florida    -             321,789      287,429          -        -

    Shoney's Restaurant:
      Goodlettsville, Tennesse-             320,540      531,507          -        -

    Taco Bell Restaurant:
      Detroit, Michigan       -             171,240            -    385,709        -

    Taco Cabana Restaurant:
      Houston, Texas          -             543,888      420,965          -        -

    Waffle House Restaurants:
      Clearwater Florida      -             130,499      268,580          -        -
      Roanoke, Virginia       -             119,533      236,219          -        -
      Atlantic Beach, Florida -             141,627      263,021          -        -



                                                                            Costs Capitalized
                                                                            Subsequent to
                                                    Initial Cost            Acquisition
                                         ------------------------ -------------------
                           Encum-                     Buildings anImprove-    Carrying
                           brances          Land       Improvements ments     Costs
                          ----------     -----------  ----------- ----------  -------

    Other:
      Hermitage, Tennessee    -             391,157            -    720,026        -
      Marietta, Georgia (n)   -             399,885            -          -        -
                                         -----------  ----------- ----------  -------

                                         $7,984,328   $7,554,280  $2,775,808       -
                                         ===========  =========== ==========  =======

Property of Joint Venture
   in Which the Partnership
   has a 36% Interest and has
   Invested in Under an
   Operating Lease:

    Darryl's Restaurant:
      Greensboro, North Caroli-a (j)       $199,033            -   $379,572        -
                                         ===========  =========== ==========  =======

Property of Joint Venture
   in Which the Partnership
   has a 3.9% Interest and has
   Invested in Under an
   Operating Lease:

    KFC Restaurant:
      Auburn, Massachusetts   -            $484,362            -          -        -
                                         ===========  =========== ==========  =======

Property of Joint Venture
   in Which the Partnership
   has a 14.46% Interest and has
   Invested in Under an
   Operating Lease:

    Burger King Restaurant:
      Asheville, North Carolin-            $438,695     $450,432          -        -
                                         ===========  =========== ==========  =======

Property in Which the Partner-
   ship has a 18% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Golden Corral Family
      Steakhouse Restaurant:
          Clinton, North Carol-na          $138,382     $676,588          -        -
                                         ===========  =========== ==========  =======

Property in Which the Partner-
   ship has a 23.04% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Chevy's Fresh Mex Restaurant:
      Vancouver, Washington   -            $875,659   $1,389,366          -        -
                                         ===========  =========== ==========  =======



                                                                            Costs Capitalized
                                                                            Subsequent to
                                                    Initial Cost            Acquisition
                                         ------------------------ -------------------
                           Encum-                     Buildings anImprove-    Carrying
                           brances          Land       Improvements ments     Costs
                          ----------     -----------  ----------- ----------  -------

Property in Which Partnership
   has a 46.20% Interest as
   Tenants-in-Common has
   Invested in Under an
   Operating Lease:

    IHOP Restaurant:
      Memphis, Tennessee      -            $678,890     $825,076          -        -
                                         ===========  =========== ==========  =======

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

    Denny's Restaurant:
      Melbourne, Florida (i)  -            $438,972     $639,141          -        -
                                         ===========  =========== ==========  =======

Property in Which the Partnership
   has a 85% Interest as
   Tenants-in-Common and
   has Invested in Under an
   Operating Lease:

    Bennigan's Restaurant:
      Fort Myers, Florida     -            $638,026            -          -        -
                                         ===========  =========== ==========  =======

Property of Joint Venture
   in Which the Partnership
   has a 64.29% Interest and
   has Invested in Under an
   Operating Lease:

    IHOP Restaurant:
      Warren,nMichiganan      -            $507,965     $889,080          -        -
                                         ===========  =========== ==========  =======

Property in Which
    the Partnership has a 80% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    IHOP Restaurant:
      Baytown,,Texasigan      -            $495,847     $799,469          -        -
                                         ===========  =========== ==========  =======

Property in Which
    the Partnership has a 60% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Bennigan's Restaurant:
      Waldorf,,Marylandn      -            $968,984   $1,311,515          -        -
                                         ===========  =========== ==========  =======



                                                                            Costs Capitalized
                                                                            Subsequent to
                                                    Initial Cost            Acquisition
                                         ------------------------ -------------------
                           Encum-                     Buildings anImprove-    Carrying
                           brances          Land       Improvements ments     Costs
                          ----------     -----------  ----------- ----------  -------

Property in Which
    the Partnership has a 74% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Baker's Square Restaurant:
      Niles, Illinois (o)         -        $664,944     $838,434          -        -
                                         ===========  =========== ==========  =======

Property in Which
    the Partnership has a 14.2% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Taco Cabana Restaurant:
      Universal City, Texas (l)   -        $355,448     $690,296          -        -
                                         ===========  =========== ==========  =======

Property in Which
    the Partnership has a 9.5% as
    Tenants-in-Common Interest
    and has Invested in Under
    an Operating Lease:

    Taco Cabana Restaurant:
      Shertz, Texas (m)           -        $449,091     $592,400          -        -
                                         ===========  =========== ==========  =======


Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Denny's Restaurant:
      Broken Arrow, Oklahoma  -             164,640      559,972          -        -

    IHOP Restaurant:
      Elgin, Illinois         -                   -    1,057,282          -        -

    Hardee's Restaurant:
      Waynesburg, Ohio        -             136,242      441,299          -        -

    Jack in the Box Restaurant:
      San Antonio, Texas      -                   -      420,568          -        -

                                         -----------  ----------- ----------  -------

                              -            $300,882   $2,479,121          -        -
                                         ===========  =========== ==========  =======




                                                                            Costs Capitalized
                                                                            Subsequent to
                                                    Initial Cost            Acquisition
                                         ------------------------ -------------------
                           Encum-                     Buildings anImprove-    Carrying
                           brances          Land       Improvements ments     Costs
                          ----------     -----------  ----------- ----------  -------

Property of Joint Venture in
   Which the Partnership has a
   3.9% Interest and has
   Invested in Under a Direct
   Financing Lease:

    KFC Restaurant:
      Auburn, Massachusetts   -                   -            -   $434,947        -
                                         ===========  =========== ==========  =======

Property in Which the Partnerhsip
   has a 34.74% Interest as
   Tenants-in-Common and
   has Invested in Under
   a Direct Financing Lease:

    IHOP Restaurant:
      Overland Park, Kansas   -            $335,374   $1,273,134          -        -
                                         ===========  =========== ==========  =======


Property in Which the Partnership
   has a 85% Interest as
   Tenants-in-Common and
   has Invested in Under
   a Direct Financing Lease:

    Bennigan's Restaurant:
      Fort Myers, Florida     -                   -     $831,741          -        -
                                         ===========  =========== ==========  =======












                                                                      Life on Which
              Net Cost Basis at Which                                 Depreciation in
              Carried at Close of Period (c)        Date              Latest Income
--------------------------------------
              Buildings and            Accumulated of Con-  Date      Statement is
   Land       Improvements   Total     DepreciationstructioAcquired     Computed
------------  -----------  ----------- ----------  ------- -------    ------------





   $222,558     $640,529     $863,087   $255,125    1989   07/89          (b)



     83,542      400,791      484,333    165,560    1990   04/90          (b)
    177,440      270,985      448,425    114,507    1985   04/90          (b)



    717,708    1,018,823    1,736,531    442,054    1989   12/89          (b)
    773,627      908,171    1,681,798    394,035    1989   12/89          (b)
    559,095      838,642    1,397,737    363,871    1989   12/89          (b)
    670,916      837,317    1,508,233    346,626    1990   04/90          (b)


    203,159      413,221      616,380    166,873    1990   11/90          (b)


    426,831           (f)     426,831         (d)   1997   12/97          (d)
    366,992      759,788    1,126,780    126,767    1986   12/97          (b)


    272,300           (f)     272,300         (d)   1990   08/90          (d)
    516,894      620,888    1,137,782     41,393    2000   01/01          (b)
    453,108      507,477      960,585     33,832    2000   01/01          (b)


    321,789      287,429      609,218    116,573    1985   11/90          (b)


    320,540      531,507      852,047    235,490    1988   09/89          (b)


    171,240      385,709      556,949    166,260    1990   01/89          (b)


    543,888      420,965      964,853     15,202    1990   12/01          (b)


    130,499      268,580      399,079    116,115    1988   01/90          (b)
    119,533      236,219      355,752    102,124    1987   01/90          (b)
    141,627      263,021      404,648    113,423    1986   01/90          (b)










                                                                      Life on Which
              Net Cost Basis at Which                                 Depreciation in
              Carried at Close of Period (c)        Date              Latest Income
--------------------------------------
              Buildings and            Accumulated of Con-  Date      Statement is
   Land       Improvements   Total     DepreciationstructioAcquired     Computed
------------  -----------  ----------- ----------  ------- -------    ------------


    391,157      720,026    1,111,183    296,626    1990   02/90          (b)
    399,885            -      399,885         (n)   1993   02/97          (n)
------------  -----------  ----------- ----------

 $7,984,328   $10,330,088  $18,314,416 $3,612,456
============  ===========  =========== ==========








   $199,033     $379,572     $578,605    $16,005     1974  06/97          (b)
============  ===========  =========== ==========








   $484,362           (f)    $484,362         (d)   1989   01/90          (d)
============               ===========








   $438,695     $450,432     $889,127   $177,007    1986   03/91          (b)
============  ===========  =========== ==========









   $138,382     $676,588     $814,970   $156,486    1996   01/96          (b)
============  ===========  =========== ==========








   $875,659   $1,389,366   $2,265,025   $231,685    1994   12/97          (b)
============  ===========  =========== ==========










                                                                      Life on Which
              Net Cost Basis at Which                                 Depreciation in
              Carried at Close of Period (c)        Date              Latest Income
--------------------------------------
              Buildings and            Accumulated of Con-  Date      Statement is
   Land       Improvements   Total     DepreciationstructioAcquired     Computed
------------  -----------  ----------- ----------  ------- -------    ------------








   $678,890     $825,076   $1,503,966   $136,654    1997   01/98          (b)
============  ===========  =========== ==========








   $438,972     $420,088     $859,060    $44,368    1998   04/98          (i)
============  ===========  =========== ==========








   $638,026           (f)    $638,026         (d)    -     06/98          (d)
============               ===========








   $507,965     $889,080   $1,397,045   $127,310     -     09/98          (b)
============  ===========  =========== ==========








   $495,847     $799,469   $1,295,316    $85,265    1998   10/99          (b)
============  ===========  =========== ==========








   $968,984   $1,311,515   $2,280,499    $65,576    2001   07/01          (b)
============  ===========  =========== ==========









                                                                      Life on Which
              Net Cost Basis at Which                                 Depreciation in
              Carried at Close of Period (c)        Date              Latest Income
--------------------------------------
              Buildings and            Accumulated of Con-  Date      Statement is
   Land       Improvements   Total     DepreciationstructioAcquired     Computed
------------  -----------  ----------- ----------  ------- -------    ------------








   $664,944     $838,434   $1,503,378    $83,844    2000   01/00          (b)
============  ===========  =========== ==========








   $355,448      690,296   $1,045,744    $13,422    1995   06/02          (b)
============  ===========  =========== ==========








   $449,091      592,400   $1,041,491    $11,519    1998   06/02          (b)
============  ===========  =========== ==========







         (f)          (f)          (f)        (e)   1982   08/95          (e)


          -           (f)          (f)        (e)   1997   12/97          (e)


         (f)          (f)          (f)        (e)   1990   11/90          (e)


          -           (f)          (f)        (d)   1990   08/90          (d)

------------

          -
============










                                                                      Life on Which
              Net Cost Basis at Which                                 Depreciation in
              Carried at Close of Period (c)        Date              Latest Income
--------------------------------------
              Buildings and            Accumulated of Con-  Date      Statement is
   Land       Improvements   Total     DepreciationstructioAcquired     Computed
------------  -----------  ----------- ----------  ------- -------    ------------








          -           (f)          (f)        (d)   1989   01/90          (d)
============








         (f)          (f)          (f)        (d)    -     01/98          (d)









          -           (f)          (f)        (d)    -     06/98          (d)
============
</TABLE>


<PAGE>


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

        NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2002



(a)           Transactions in real estate and accumulated are summarized  below.
The  balances  in  1999,  2000  and 2001  have  been  adjusted  to  reflect  the
reclassification of properties accounted for as discontinued operations.
<TABLE>
<CAPTION>

                                                                                                     Accumulated
                                                                           Cost                      Depreciation
                                                                   ----------------------        ---------------------
<S> <C>
          Properties the Partnership has invested in Under
               Operating leases:

              Balance, December 31, 1999                                $     17,803,108              $     3,136,259
              Dispositions                                                    (1,839,149 )                   (462,810 )
              Reclassified from capital lease (h)                                470,795                           --
              Provision for write-down of assets                                (368,430 )                         --
              Depreciation expense                                                    --                      354,876
                                                                   ----------------------        ---------------------

              Balance, December 31, 2000                                      16,066,324                    3,028,325
              Dispositions                                                      (102,365 )                     (5,357 )
              Acquisitions                                                     3,063,220                           --
              Depreciation expense                                                    --                      358,396
                                                                   ----------------------        ---------------------

              Balance, December 31, 2001                                      19,027,179                    3,381,364
              Loss from casualty on assets (n)                                  (712,763 )                   (134,987 )
              Depreciation expense                                                    --                      366,079
                                                                   ----------------------        ---------------------

              Balance, December 31, 2002                                $     18,314,416              $     3,612,456
                                                                   ======================        =====================

          Property of Joint Venture in Which the Partnership has
               a 36% Interest and has Invested in Under an
               Operating Lease:

              Balance, December 31, 1999                                  $      261,013                  $        --
              Depreciation expense (d)                                                --                           --
                                                                   ----------------------        ---------------------

              Balance, December 31, 2000                                         261,013                           --
              Reclassified from capital lease (j)                                489,757                           --
              Depreciation expense                                                    --                        9,603
                                                                   ----------------------        ---------------------

              Balance, December 31, 2001                                         750,770                        9,603
              Provision for write down of assets (j)                            (172,165 )                         --
              Depreciation expense                                                    --                        6,402
                                                                   ----------------------        ---------------------


              Balance, December 31, 2002                                  $      578,605                $      16,005
                                                                   ======================        =====================
</TABLE>

<PAGE>


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

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

                                December 31, 2002


<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                         Cost                     Depreciation
                                                                 ---------------------         --------------------
<S>     <C>
       Properties of Joint Venture in Which the Partnership
          has a 3.9% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1999                                  $     484,362                    $      --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 2000                                         484,362                          --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 2001                                        484,362                           --
            Depreciation expense (d)                                               --                           --
                                                                 ---------------------         --------------------

            Balance, December 31, 2002                                  $     484,362                           --
                                                                 =====================         ====================

       Properties of Joint Venture in Which the Partnership
          has a 14.46% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1999                                  $     889,127                 $    131,962
            Depreciation expense                                                   --                       15,015
                                                                 ---------------------         --------------------

            Balance, December 31, 2000                                        889,127                      146,977
            Depreciation expense                                                   --                       15,015
                                                                 ---------------------         --------------------

            Balance, December 31, 2001                                        889,127                      161,992
            Depreciation expense                                                   --                       15,015
                                                                 ---------------------         --------------------
            Balance, December 31, 2002                                  $     889,127                 $    177,007
                                                                 =====================         ====================
</TABLE>
<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>

                                                                                                  Accumulated
                                                                         Cost                    Depreciation
                                                                 ---------------------         ------------------
<S>     <C>

       Properties of Joint Venture in Which the Partnership
          has a 64.29% Interest and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1999                                $     1,397,045              $      38,405
            Depreciation expense                                                   --                     29,635
                                                                ----------------------        -------------------

            Balance, December 31, 2000                                      1,397,045                     68,040
            Depreciation expense                                                   --                     29,635
                                                                ----------------------        -------------------

            Balance, December 31, 2001                                      1,397,045                     97,675
            Depreciation expense                                                   --                     29,635
                                                                ----------------------        -------------------

            Balance, December 31, 2002                                $     1,397,045              $     127,310
                                                                ======================        ===================

       Properties in Which the Partnership has an 18% Interest
          as Tenants-in-Common and has Invested in Under an
          Operating Lease:

            Balance, December 31, 1999                                 $      814,970              $      88,827
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------

            Balance, December 31, 2000                                        814,970                    111,380
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------

            Balance, December 31, 2001                                        814,970                    133,933
            Depreciation expense                                                   --                     22,553
                                                                ----------------------        -------------------
            Balance, December 31, 2002                                 $      814,970              $     156,486
                                                                ======================        ===================
</TABLE>
<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>

                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------
<S>     <C>

      Properties in Which the Partnership has a 23.04%
         Interest as Tenants-in-Common and has Invested in
         Under an Operating Lease:

           Balance, December 31, 1999                                $     2,265,025               $      92,749
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      2,265,025                     139,061
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                      2,265,025                     185,373
           Depreciation expense                                                   --                      46,312
                                                               ----------------------        --------------------

           Balance, December 31, 2002                                $     2,265,025              $      231,685
                                                               ======================        ====================

      Property in Which the Partnership has a 46.20% Interest
         as Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1999                                $     1,503,966               $      54,145
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,503,966                      81,648
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                      1,503,966                     109,151
           Depreciation expense                                                   --                      27,503
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                $     1,503,966              $      136,654
<                                                               ======================        ====================
</TABLE>
<PAGE>



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

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

                                December 31, 2002

<TABLE>
<CAPTION>

                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------
<S>     <C>
      Property of Joint Venture in Which the Partnership has
         a 50% Interest and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1999                                 $      438,972                 $        --
           Reclassified from capital lease (i)                               639,141                          --
           Provision for loss                                               (219,053 )                        --
           Depreciation expense                                                   --                      16,220
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                        859,060                      16,220
           Depreciation expense                                                   --                      14,074
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                        859,060                      30,294
           Depreciation expense                                                   --                      14,074
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                 $      859,060               $      44,368
                                                               ======================        ====================

      Property in Which the Partnership has a 85% Interest as
         Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1999                                 $      638,026                 $        --
           Depreciation expense (d)                                               --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                        638,026                          --
           Depreciation expense (d)                                               --                          --
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                        638,026                          --
           Depreciation expense (d)                                               --                          --
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                 $      638,026                 $        --
                                                               ======================        ====================
</TABLE>
<PAGE>

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

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

                                December 31, 2002


<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------
<S>     <C>
      Property of Joint Venture in Which the Partnership has
         a 80% Interest as Tenants-in-Common and has Invested
         in Under an Operating Lease:

           Balance, December 31, 1999                                $     1,295,316               $       5,318
           Depreciation expense                                                   --                      26,649
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,295,316                      31,967
           Depreciation expense                                                   --                      26,649
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                      1,295,316                      58,616
           Depreciation expense                                                   --                      26,649
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                $     1,295,316               $      85,265
                                                               ======================        ====================

      Property in Which the Partnership has a 60% Interest as
         Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 2000                                    $        --                 $        --
           Acquisition                                                     2,280,499                          --
           Depreciation expense                                                   --                      21,859
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                      2,280,499                      21,859
           Depreciation expense                                                   --                      43,717
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                $     2,280,499               $      65,576
                                                               ======================        ====================
</TABLE>
<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>

                                                                                                 Accumulated
                                                                       Cost                     Depreciation
                                                               ----------------------        --------------------
<S>     <C>
      Property in Which the Partnership has a 74% Interest as
         Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 31, 1999                                 $           --              $           --
           Acquisition                                                     1,503,378                          --
           Depreciation expense                                                   --                      27,948
                                                               ----------------------        --------------------

           Balance, December 31, 2000                                      1,503,378                      27,948
           Depreciation expense                                                   --                      27,948
                                                               ----------------------        --------------------

           Balance, December 31, 2001                                      1,503,378                      55,896
           Depreciation expense                                                   --                      27,948
                                                               ----------------------        --------------------
           Balance, December 31, 2002                                $     1,503,378               $      83,844
                                                               ======================        ====================

      Property in Which the Partnership has a 14.2% Interest
         as Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 2001                                    $            --               $          --
           Acquisition (l)                                                 1,045,744                          --
           Depreciation expense                                                   --                      13,422
                                                               ----------------------        --------------------
           Balance, December 2002                                    $     1,045,744               $      13,422
                                                               ======================        ====================

      Property in Which the Partnership has a 9.5% Interest
         as Tenants-in-Common and has Invested in Under an
         Operating Lease:

           Balance, December 2001                                    $        --                  $           --
           Acquisition (m)                                                 1,041,491                          --
           Depreciation expense                                                   --                      11,519
                                                               ----------------------        --------------------
           Balance, December 2002                                    $     1,041,491               $      11,519
                                                               ======================        ====================
</TABLE>

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

(c)      As of December 31, 2002, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint ventures  (including  the two Properties  held as
         tenants-in-common)  for federal income tax purposes was $20,099,697 and
         $19,665,534,  respectively.  All of the leases are treated as operating
         leases for federal income tax purposes.
<PAGE>


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

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

                                December 31, 2002


(d)      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.

(e)      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
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(f)      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)      Effective  September 24, 1999,  the lease for this Property was amended
         resulting in the  reclassification of the building portion of the lease
         as a capital lease.

(h)      The undepreciated  cost of the Property in Chester,  Pennsylvania,  was
         written down to net realizable value due to an impairment in value. The
         Partnership  recognized  the  impairment  by recording a provision  for
         write-down  of assets of  approximately  $368,400 at December 31, 2000.
         The  impairment  represented  the  difference  between  the  Property's
         carrying value and the estimated net  realizable  value of the Property
         at December 31, 2000. In May 2001, the  Partnership  sold this Property
         to a third party.

(i)      During  2000,  the  undepreciated  cost of the  Property in  Melbourne,
         Florida,  was reduced to its estimated net  realizable  value due to an
         impairment in value.  The tenant of this Property  vacated the Property
         and ceased restaurant  operations,  resulting in a reclassification  of
         the building  portion of the lease to an operating  lease. The building
         was  recorded  at net book  value and  depreciated  over its  remaining
         estimated life of approximately 29 years.

(j)      In January 2002,  the tenant of this Property  filed for bankruptcy and
         rejected  the  lease  relating  to  this  Property,  resulting  in  the
         reclassification  of the building  portion of the lease to an operating
         lease,  effective  December 2001. The building was recorded at net book
         value and is being  depreciated  over its remaining  estimated  life of
         approximately  25.5 years.  During 2002, the undepreciated cost of this
         Property  was  written  down  to it  estimated  fair  value  due  to an
         impairment in value.  The joint venture  recognized  the  impairment by
         recording  a  provision  for  write-down  of  assets  of  approximately
         $172,200  during  the year  ended  December  31,  2002.  The  provision
         represented  the  difference  between the Property's net carrying value
         and its  estimated  fair value.  The cost of the Property  presented on
         this  schedule is the net amount at which the  Property  was carried at
         December 31, 2002, including the provision for write-down of assets.

(k)      During the year ended  December 31, 2001, the  Partnership  purchased a
         real estate property from CNL Funding  2001-A,  LP, an affiliate of the
         General Partners, for an aggregate cost of approximately $3,063,300.

(l)      During  the year  ended  December  31,  2002,  the  Partnership  and an
         affiliate of the General  Partners,  as  tenant-in-common,  purchased a
         real estate property from CNL Funding 2001-A,  LP., an affiliate of the
         General Partners, for an aggregate cost of approximately $1,045,700.

(m)      During  the year  ended  December  31,  2002,  the  Partnership  and an
         affiliate of the General  Partners,  as  tenant-in-common,  purchased a
         real estate property from CNL Funding 2001-A,  LP., an affiliate of the
         General Partners, for an aggregate cost of approximately $1,041,500.
<PAGE>

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

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

                                December 31, 2002


(n)      In October  2002,  the Property in Marietta,  Georgia was  destroyed by
         fire.  As of December 31,  2002,  the total  undepreciated  cost of the
         building was removed from the accounts; therefore,  depreciation is not
         applicable.

(o)      During  the year  ended  December  31,  2000,  the  Partnership  and an
         affiliate of the General  Partners,  as  tenant-in-common,  purchased a
         real estate  property  from CNL BB Corp.,  an  affiliate of the General
         Partners, for an aggregate cost of approximately $1,112,500.

<PAGE>


                                                             EXHIBIT INDEX


Exhibit Number

(a)      Exhibits

            3.1     Certificate  of Limited  Partnership  of CNL Income Fund VI,
                    Ltd. (Included as Exhibit 3.3 to Registration  Statement No.
                    33-23892 on Form S-11 and incorporated herein by reference.)

            4.1     Certificate  of Limited  Partnership  of CNL Income Fund VI,
                    Ltd. (Included as Exhibit 4.2 to Registration  Statement No.
                    33-23892 on Form S-11 and incorporated herein by reference.)

            4.2     Agreement  and  Certificate  of Limited  Partnership  of CNL
                    Income Fund VI, Ltd.  (Included  as Exhibit 4.2 to Form 10-K
                    filed with the Securities  and Exchange  Commission on April
                    1, 1996, and incorporated herein by reference.)

            10.1    Management  Agreement (Included as Exhibit 10.1 to Form 10-K
                    filed with the Securities  and Exchange  Commission on March
                    31, 1994, and incorporated herein by reference.)

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

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

            10.4    Assignment of Management  Agreement  from CNL Fund Advisors,
                    Inc. to CNL APF Partners,  LP.  (Included as Exhibit 10.4 to
                    Form 10-Q filed with the Securities  Exchange  Commission on
                    August 9, 2001, and incorporated herein by reference).

            10.5    Assignment of Management Agreement from CNL APF Partners, LP
                    to CNL Restaurants  XVIII, Inc. (Included as Exhibit 10.3 to
                    Form 10-Q filed with the Securities and Exchange  Commission
                    on August 13, 2002, and incorporated herein by reference.)

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

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


                                  EXHIBIT 99.1


<PAGE>


                                  EXHIBIT 99.2