FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                 For the quarterly period ended March 31, 1999
   --------------------------------------------------------------------------

                                       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)

<TABLE>
<CAPTION>

<S> <C>
                       Florida                                                        59-2922954
------------------------------------------------------              ------------------------------------------------
(State or other jurisdiction of                                                    (I.R.S. Employer
incorporation or organization)                                                    Identification No.)


400 East South Street
Orlando, Florida                                                                         32801
------------------------------------------------------              ------------------------------------------------
      (Address of principal executive offices)                                        (Zip Code)


Registrant's telephone number
(including area code)                                                               (407) 650-1000
                                                                    ------------------------------------------------

</TABLE>

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




<PAGE>


                                    CONTENTS



                                                                           Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                         

                      Condensed Statements of Income                   

                      Condensed Statements of Partners' Capital        

                      Condensed Statements of Cash Flows               

                      Notes to Condensed Financial Statements          

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

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                      

Part II.

     Other Information                                                 





<PAGE>
                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                March 31,              December 31,
                                                                                   1999                    1998
                                                                            -------------------     -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $3,699,926 and
       $3,586,086                                                                 $ 18,446,004            $ 18,559,844
   Net investment in direct financing leases                                         3,913,621               3,929,152
   Investment in joint ventures                                                      5,064,213               5,021,121
   Cash and cash equivalents                                                         1,158,507               1,170,686
   Receivables, less allowance for doubtful accounts
       of $322,603 and $323,813                                                         63,010                 150,912
   Prepaid expenses                                                                      8,422                     949
   Lease costs, less accumulated amortization of
       $7,594 and $7,181                                                                10,106                  10,519
   Accrued rental income, less allowance for doubtful
       accounts of $41,869 and $38,944                                                 809,258                 785,982
   Other assets                                                                         26,731                  26,731
                                                                            -------------------     -------------------

                                                                                  $ 29,499,872            $ 29,655,896
                                                                            ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                 $   38,776              $    8,173
   Accrued and escrowed real estate taxes payable                                        5,041                   2,500
   Due to related party                                                                  9,648                  19,403
   Distributions payable                                                               787,500                 857,500
   Rents paid in advance and deposits                                                   47,442                  28,241
                                                                            -------------------     -------------------
       Total liabilities                                                               888,407                 915,817

   Commitment (Note 3)

   Minority interest                                                                   147,449                 144,949

   Partners' capital                                                                28,464,016              28,595,130
                                                                            -------------------     -------------------

                                                                                  $ 29,499,872            $ 29,655,896
                                                                            ===================     ===================
</TABLE>


           See accompanying notes to condensed financial statements.


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   1999               1998
                                                                               --------------    ---------------
<S> <C>
Revenues:
    Rental income from operating leases                                            $ 600,737          $ 632,051
    Earned income from direct financing leases                                       112,080            124,209
    Contingent rental income                                                           9,175             32,390
    Interest and other income                                                         15,456             36,676
                                                                               --------------    ---------------
                                                                                     737,448            825,326
                                                                               --------------    ---------------

Expenses:
    General operating and administrative                                              40,783             45,465
    Professional services                                                              4,710              5,870
    State and other taxes                                                              9,466              9,905
    Depreciation and amortization                                                    114,253            115,910
    Transaction costs                                                                 33,125                 --
                                                                               --------------    ---------------
                                                                                     202,337            177,150
                                                                               --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture, Equity in
    Earnings of Unconsolidated Joint Ventures and
    Gain on Sale of Land and Buildings                                               535,111            648,176

Minority Interest in Income of Consolidated
    Joint Venture                                                                     (2,500 )          (12,881 )

Equity in Earnings of Unconsolidated Joint Ventures                                  123,775             56,496

Gain on Sale of Land and Buildings                                                        --            345,122
                                                                               --------------    ---------------

Net Income                                                                         $ 656,386         $1,036,913
                                                                               ==============    ===============

Allocation of Net Income:
    General partners                                                               $   6,564          $   8,488
    Limited partners                                                                 649,822          1,028,425
                                                                               --------------    ---------------

                                                                                   $ 656,386         $1,036,913
                                                                               ==============    ===============

Net Income Per Limited Partner Unit                                                 $   9.28          $   14.69
                                                                               ==============    ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                                                 70,000             70,000
                                                                               ==============    ===============

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

<PAGE>


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

<TABLE>
<CAPTION>

                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  1999                  1998
                                                                           -------------------    ------------------
<S> <C>
General partners:
    Beginning balance                                                             $   257,690            $  229,363
    Net income                                                                          6,564                28,327
                                                                           -------------------    ------------------
                                                                                      264,254               257,690
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              28,337,440            28,564,886
    Net income                                                                        649,822             2,992,554
    Distributions ($11.25 and $46.00 per
       limited partner unit, respectively)                                           (787,500 )          (3,220,000 )
                                                                           -------------------    ------------------
                                                                                   28,199,762            28,337,440
                                                                           -------------------    ------------------

Total partners' capital                                                          $ 28,464,016          $ 28,595,130
                                                                           ===================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   1999               1998
                                                                               --------------    ---------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                      $ 960,251          $ 861,169
                                                                               --------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                            --          1,932,253
       Additions to land and buildings on operating
          leases                                                                          --           (125,000 )
       Investment in joint ventures                                                 (114,930 )       (1,253,755 )
       Decrease (Increase) in restricted cash                                             --           (536,967 )
                                                                               --------------    ---------------
              Net cash provided by (used in)
                  investing activities                                              (114,930 )           16,531
                                                                               --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                            (857,500 )         (787,500 )
       Distributions to holder of minority interest                                       --             (9,801 )
                                                                               --------------    ---------------
              Net cash used in financing activities                                 (857,500 )         (797,301 )
                                                                               --------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                                 (12,179 )           80,399

Cash and Cash Equivalents at Beginning of Quarter                                  1,170,686          1,614,759
                                                                               --------------    ---------------

Cash and Cash Equivalents at End of Quarter                                       $1,158,507         $1,695,158
                                                                               ==============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                                  $ 787,500          $ 787,500
                                                                               ==============    ===============

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



<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


1.   Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter  ended March 31, 1999 may not be  indicative of the results
         that may be expected for the year ending December 31, 1999.  Amounts as
         of December 31, 1998, included in the financial  statements,  have been
         derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund VI, Ltd. (the  "Partnership")  for the year ended  December
         31, 1998.

         The Partnership accounts for its approximate 66 percent interest in the
         accounts of Caro Joint Venture using the consolidation method. Minority
         interest represents the minority joint venture partner's  proportionate
         share of the equity in the  Partnership's  consolidated  joint venture.
         All  significant  intercompany  accounts  and  transactions  have  been
         eliminated.

2.   Merger Transaction:

         On March 11, 1999 the Partnership entered into an Agreement and Plan of
         Merger with CNL American  Properties  Fund, Inc.  ("APF"),  pursuant to
         which the Partnership would be merged with and into a subsidiary of APF
         (the  "Merger").  As  consideration  for the Merger,  APF has agreed to
         issue 3,730,388  shares of its common stock,  par value $0.01 per share
         (the "APF  Shares")  which,  for the  purposes  of  valuing  the merger
         consideration,  have been  valued by APF at $10.00 per APF  Share,  the
         price paid by APF investors in three  previous  public  offerings,  the
         most recent of which was completed in December 1998. In order to assist
         the general  partners in evaluating the proposed merger  consideration,
         the  general  partners  retained  Valuation  Associates,  a  nationally
         recognized real estate  appraisal  firm, to appraise the  Partnership's
         restaurant   property   portfolio.   Based  on  Valuation   Associates'
         appraisal,  the Partnership's  property portfolio and other assets were
         valued on a going  concern  basis  (meaning the  Partnership  continues
         unchanged)  at  $36,721,726  as of December 31,  1998.  Legg Mason Wood
         Walker, Incorporated has rendered a fairness opinion that the APF Share
         consideration,  payable  by  APF,  is fair  to the  Partnership  from a
         financial  point of view.  The APF Shares are expected to be listed for
         trading  on  the  New  York  Stock  Exchange   concurrently   with  the
         consummation of the Merger, and, therefore, would be freely tradable at
         the option of


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


2.       Merger Transaction - Continued:

         the former limited partners.  At a special meeting of the partners that
         is expected to be held in the third quarter of 1999,  limited  partners
         holding  in  excess  of 50% of the  Partnership's  outstanding  limited
         partnership  interests must approve the Merger prior to consummation of
         the transaction. If the limited partners at the special meeting approve
         the  Merger,  APF will  own the  properties  and  other  assets  of the
         Partnership.  The general partners intend to recommend that the limited
         partners of the  Partnership  approve the Merger.  In  connection  with
         their recommendation,  the general partners will solicit the consent of
         the limited  partners at the special  meeting.  If the limited partners
         reject  the  Merger,  the  Partnership  will  bear the  portion  of the
         transaction  costs  based upon the  percentage  of "For"  votes and the
         general partners will bear the portion of such transaction  costs based
         upon the percentage of "Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
         Funds  filed  a  lawsuit  against  the  general  partners  and  APF  in
         connection  with  the  proposed  Merger  (see  Part II - Item 1.  Legal
         Proceedings).  The general partners and APF believe that the lawsuit is
         without  merit and  intend to defend  vigorously  against  the  claims.
         Because the lawsuit was so recently  filed,  it is premature to further
         comment on the lawsuit at this time.

3.       Commitments:

         During the  quarter  ended  March 31,  1999,  one of the  Partnership's
         tenants decided to exercise the option under its four lease  agreements
         to  purchase  four of the  Partnership's  Burger King  properties.  The
         general  partners  believe  that the  anticipated  sales price for each
         property exceeds the Partnership's  net carrying value  attributable to
         each of the  respective  properties.  As of May 13, 1999, the sales had
         not occurred.


<PAGE>


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

         CNL Income  Fund VI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that 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 restaurants were to
be constructed, which are leased primarily to operators of selected national and
regional  fast-food  and  family-style  restaurant  chains  (collectively,   the
"Properties").  The leases are  triple-net  leases,  with the lessees  generally
responsible  for all repairs and  maintenance,  property taxes,  insurance,  and
utilities.  As of March 31, 1999, the  Partnership  owned 42  Properties,  which
included  interests  in six  Properties  owned by joint  ventures  in which  the
Partnership  is a  co-venturer  and five  Properties  owned with  affiliates  as
tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 1999 and 1998, was cash from operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received,  less cash paid for expenses).  Cash from  operations was $960,251 and
$861,169  for the  quarters  ended  March 31, 1999 and 1998,  respectively.  The
increase in cash from  operations  for the  quarter  ended  March 31,  1999,  is
primarily a result of changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 1999.

         In  April  1998,   the   Partnership   entered  into  a  joint  venture
arrangement,  Melbourne  Joint  Venture,  with CNL  Income  Fund XIV,  Ltd.,  an
affiliate  of the  general  partners,  to  construct  and  hold  one  restaurant
Property.  During  the  quarter  ended  March 31,  1999,  the  Partnership  made
additional capital contributions of approximately $114,900 to this joint venture
to pay construction  costs of the joint venture Property accrued at December 31,
1998. As of March 31, 1999 the  Partnership  owned a 50 percent  interest in the
profits and losses of the joint venture.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions to the partners. At March 31, 1999, the Partnership had $1,158,507
invested in such  short-term  investments  as compared to $1,170,686 at December
31, 1998. The funds remaining at March 31, 1999,  after payment of distributions
and other  liabilities,  will be used to meet the Partnership's  working capital
and other needs.



<PAGE>


Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
decreased  to $888,407 at March 31,  1999,  from  $915,817 at December 31, 1998,
primarily as the result of the  Partnership  accruing a special  distribution of
accumulated,  excess  operating  reserves to the limited  partners of $70,000 at
December 31, 1998,  which was paid in January 1999.  The decrease in liabilities
at  March  31,  1999  is  partially  offset  due  to  the  Partnership  accruing
transaction  costs relating to the proposed Merger with CNL American  Properties
Fund,  Inc.  ("APF"),  as  described  below.  The general  partners  believe the
Partnership  has  sufficient  cash on hand to  meet  the  Partnership's  current
working capital needs.

         During the  quarter  ended  March 31,  1999,  one of the  Partnership's
tenants  decided to  exercise  the  option  under it four  lease  agreements  to
purchase four of the Partnership's Burger King Properties.  The general partners
believe  that  the  anticipated  sales  price  for  each  Property  exceeds  the
Partnership's  net  carrying  value  attributable  to  each  of  the  respective
Properties. As of May 13, 1999, the sales had not occurred.

         Based on cash from operations,  the Partnership declared  distributions
to the limited  partners of $787,500  for each of the  quarters  ended March 31,
1999 and 1998. This  represents  distributions  for each  applicable  quarter of
$11.25 per unit.  No  distributions  were made to the general  partners  for the
quarters  ended March 31, 1999 and 1998. No amounts  distributed  to the limited
partners for the quarters  ended March 31, 1999 and 1998,  are required to be or
have been  treated by the  Partnership  as a return of capital  for  purposes of
calculating   the   limited   partners'   return  on  their   adjusted   capital
contributions. The Partnership intends to continue to make distributions of cash
available to the limited partners on a quarterly basis.

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

         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.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional  restaurant  chains. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger. APF has agreed to issue 3,730,388 APF Shares which, for the purposes
of valuing the merger  consideration,  have been valued by APF at $10.00 per APF
Share, the price paid by APF investors in three previous public  offerings,  the
most  recent of which was  completed  in December  1998.  In order to assist the
general  partners in evaluating the proposed merger  consideration,  the general
partners  retained  Valuation  Associates,  a nationally  recognized real estate
appraisal firm, to appraise the  Partnership's  restaurant  property  portfolio.
Based on Valuation Associates'  appraisal,  the Partnership's property portfolio
and other assets were valued

<PAGE>


Liquidity and Capital Resources - Continued

on a going  concern  basis  (meaning the  Partnership  continues  unchanged)  at
$36,721,726 as of December 31, 1998.  Legg Mason Wood Walker,  Incorporated  has
rendered a fairness opinion that the APF Share consideration, payable by APF, is
fair to the  Partnership  from a  financial  point of view.  The APF  Shares are
expected  to be listed for trading on the New York Stock  Exchange  concurrently
with the consummation of the Merger, and, therefore, would be freely tradable at
the option of the former limited partners.  At a special meeting of the partners
that is  expected  to be held in the third  quarter  of 1999,  limited  partners
holding in excess of 50% of the Partnership's  outstanding  limited  partnership
interests must approve the Merger prior to consummation of the  transaction.  If
the limited partners at the special meeting approve the Merger, APF will own the
Properties and other assets of the  Partnership.  The general partners intend to
recommend that the limited  partners of the Partnership  approve the Merger.  In
connection  with their  recommendation,  the general  partners  will solicit the
consent of the limited partners at the special meeting.  If the limited partners
reject the Merger,  the  Partnership  will bear the  portion of the  transaction
costs based upon the  percentage  of "For" votes and the general  partners  will
bear  the  portion  of such  transaction  costs  based  upon the  percentage  of
"Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
Funds filed a lawsuit  against the general  partners and APF in connection  with
the  proposed  Merger  (see Part II - Item 1. Legal  Proceedings).  The  general
partners and APF believe that the lawsuit is without  merit and intend to defend
vigorously against the claims.  Because the lawsuit was so recently filed, it is
premature to further comment on the lawsuit at this time.

Results of Operations

         During the  quarter  ended  March 31,  1998,  the  Partnership  and its
consolidated joint venture, Caro Joint Venture, owned and leased 35 wholly owned
Properties  (which  included three  Properties,  which were sold during 1998) to
operators of fast-food and family-style  restaurant  chains.  During the quarter
ended March 31, 1999, the Partnership  and Caro Joint Venture,  owned and leased
32 wholly owned Properties.  In connection  therewith,  the Partnership and Caro
Joint Venture earned  $712,817 and $756,260  during the quarters ended March 31,
1999 and 1998,  respectively,  in rental income from operating leases and earned
income from direct  financing  leases from these  Properties.  Rental and earned
income  decreased  during the quarter  ended March 31, 1999,  as compared to the
quarter ended March 31, 1998,  primarily as a result of the sales during 1998 of
the Properties in Deland and Melbourne,  Florida and Bellevue,  Nebraska. Rental
and earned  income are  expected to remain at reduced  amounts  while  equity in
earnings of joint  ventures  is  expected  to increase  due to the fact that the
Partnership  reinvested  these  net  sales  proceeds  in  joint  ventures  or in
Properties with affiliates of the general partners, as tenants-in-common.


<PAGE>


Results of Operations - Continued

         The decrease in rental and earned income during the quarter ended March
31, 1999 is also attributable to the fact that Caro Joint Venture established an
allowance for doubtful  accounts for past due rental  amounts during the quarter
ended March 31, 1999.  Caro Joint Venture will continue to pursue  collection of
these past due rental  amounts  and any  amounts  collected  will be recorded as
income.  In addition,  rental and earned  income were higher  during the quarter
ended March 31,  1998,  due to the fact that Caro Joint  Venture  collected  and
recognized  as  income  past due  rental  amounts  for  which it had  previously
established an allowance for doubtful accounts.

         For the quarters  ended March 31, 1999 and 1998, the  Partnership  also
earned  $9,175 and $32,390,  respectively,  in  contingent  rental  income.  The
decrease in contingent rental income during the quarter ended March 31, 1999, is
primarily  attributable  to a  decrease  in gross  sales of  certain  restaurant
properties, the leases of which require the payment of contingent rental income.

         For the quarter ended March 31, 1998, the Partnership  owned and leased
three  Properties   indirectly  through  joint  venture  arrangements  and  four
Properties as tenants-in-common with affiliates of the general partners. For the
quarter ended March 31, 1999, the  Partnership  owned and leased five Properties
indirectly   through  joint  venture   arrangements   and  five   Properties  as
tenants-in-common  with  affiliates  of  the  general  partners.  In  connection
therewith,  during the quarters ended March 31, 1999 and 1998,  the  Partnership
earned $123,775 and $56,496, respectively,  attributable to net income earned by
these joint ventures. The increase in net income earned by joint ventures during
the quarter  ended March 31,  1999,  as compared to the quarter  ended March 31,
1998, is primarily due to the fact that in 1998, the Partnership  reinvested the
net sales  proceeds  it  received  from the 1998  sales of three  Properties  in
Melbourne  Joint  Venture  and Warren  Joint  Venture  and in a Property in Fort
Myers, Florida, with an affiliate of the general partners as tenants-in-common.

         During the  quarters  ended  March 31, 1999 and 1998,  the  Partnership
earned $15,456 and $36,676, respectively, in interest and other income. Interest
and other income was higher during the quarter  ended March 31, 1998,  partially
due to the fact that during the quarter  ended March 31, 1998,  the  Partnership
earned interest on the net sales proceeds relating to the sale of the Properties
in  Deland  and  Melbourne,  Florida,  and  Liverpool,  New  York,  pending  the
reinvestment of the net sales proceeds in additional Properties. The Partnership
reinvested  the net sales  proceeds  subsequent to March 31, 1998.  Interest and
other income was also higher during the quarter ended March 31, 1998, due to the
fact that Caro Joint Venture  recognized  approximately  $13,300 in other income
during the quarter ended March 31, 1998,  due to the fact that the tenant of the
Property  in Caro,  Michigan,  paid past due real estate  taxes  relating to the
Property and the joint  venture  reversed  such amounts  during 1998 that it had
previously accrued as payable during 1997.

         Operating expenses,  including  depreciation and amortization  expense,
were  $202,337  and  $177,150  for the  quarters  ended March 31, 1999 and 1998,
respectively. The increase in operating expenses for the quarter ended March 31,
1999, is primarily due to the fact that the


<PAGE>


Results of Operations - Continued

Partnership incurred $33,125 in transaction costs during the quarter ended March
31, 1999 related to the general partners retaining  financial and legal advisors
to assist them in evaluating and  negotiating  the proposed  Merger with APF, as
described in "Liquidity and Capital  Resources." If the limited  partners reject
the Merger, the Partnership will bear the portion of the transaction costs based
upon the  percentage  of "For"  votes  and the  general  partners  will bear the
portion of such  transaction  costs based upon the percentage of "Against" votes
and abstentions.

         As a  result  of the  sale of the  Property  in  Deland,  Florida,  the
Partnership  recognized  a gain of $345,122  during the quarter  ended March 31,
1998,  for financial  reporting  purposes.  No  Properties  were sold during the
quarter ended March 31, 1999.

Year 2000 Readiness Disclosure

         The Year  2000  problem  concerns  the  inability  of  information  and
non-information  technology  systems to  properly  recognize  and  process  date
sensitive  information beyond January 1, 2000. The Partnership does not have any
information or  non-information  technology  systems.  The general  partners and
affiliates  of the general  partners  provide all services  requiring the use of
information  and  non-information  technology  systems  pursuant to a management
agreement  with  the  Partnership.  The  information  technology  system  of the
affiliates of the general partners  consists of a network of personal  computers
and servers built using  hardware and software from  mainstream  suppliers.  The
non-information technology systems of the affiliates of the general partners are
primarily  facility related and include building  security  systems,  elevators,
fire suppressions,  HVAC, electrical systems and other utilities. The affiliates
of the general partners have no internally  generated programmed software coding
to correct,  because  substantially  all of the software utilized by the general
partners and  affiliates is purchased or licensed from external  providers.  The
maintenance  of   non-information   technology   systems  at  the  Partnership's
Properties is the  responsibility of the tenants of the Properties in accordance
with the terms of the Partnership's leases.

         In early 1998, the general  partners and affiliates  formed a Year 2000
committee  (the "Y2K Team") for the purpose of  identifying,  understanding  and
addressing the various  issues  associated  with the Year 2000 problem.  The Y2K
Team  consists of the general  partners and members from the  affiliates  of the
general partners, including representatives from senior management,  information
systems,  telecommunications,  legal, office management, accounting and property
management. The Y2K Team's initial step in assessing the Partnership's Year 2000
readiness  consists of  identifying  any systems  that are  date-sensitive  and,
accordingly,  could have potential  Year 2000  problems.  The Y2K Team is in the
process of conducting inspections, interviews and tests to identify which of the
Partnership's systems could have a potential Year 2000 problem.



<PAGE>


Year 2000 Readiness Disclosure - Continued

         The  information  system of the  affiliates of the general  partners is
comprised of hardware  and  software  applications  from  mainstream  suppliers.
Accordingly, the Y2K Team is in the process of contacting the respective vendors
and  manufacturers  to verify the Year 2000  compliance  of their  products.  In
addition,  the Y2K Team has also requested and is evaluating  documentation from
other   companies  with  which  the  Partnership  has  a  material  third  party
relationship,   including  the   Partnership's   tenants,   vendors,   financial
institutions and the  Partnership's  transfer agent. The Partnership  depends on
its  tenants  for  rents  and  cash  flows,   its  financial   institutions  for
availability  of cash and its  transfer  agent to  maintain  and track  investor
information.  The Y2K Team has also  requested and is  evaluating  documentation
from the  non-information  technology systems providers of the affiliates of the
general  partners.  Although the general  partners  continue to receive positive
responses  from the  Companies  with  which  the  Partnership  has  third  party
relationships regarding their Year 2000 compliance,  the general partners cannot
be assured that the  tenants,  financial  institutions,  transfer  agent,  other
vendors and system  providers have adequately  considered the impact of the Year
2000. The general  partners are not able to measure the effect on the operations
of the Partnership of any third party's failure to adequately address the impact
of the Year 2000.

         The general  partners and their  affiliates  have  identified  and have
implemented  upgrades for certain hardware equipment.  In addition,  the general
partners and their  affiliates have  identified  certain  software  applications
which will require upgrades to become Year 2000 compliant.  The general partners
expect all of these upgrades,  as well as any other necessary  remedial measures
on the  information  technology  systems  used in the  business  activities  and
operations of the Partnership,  to be completed by September 30, 1999, although,
the general  partners cannot be assured that the upgrade  solutions  provided by
the vendors have addressed all possible Year 2000 issues.  The general  partners
do not  expect  the  aggregate  cost of the Year 2000  remedial  measures  to be
material to the results of operations of the Partnership.

         The general  partners and affiliates have received  certification  from
the  Partnership's  transfer  agent  of its  Year  2000  compliance.  Due to the
material  relationship of the Partnership  with its transfer agent, the Y2K Team
is evaluating the Year 2000  compliance of the systems of the transfer agent and
expects to have the  evaluation  completed  by September  30, 1999.  Despite the
positive  response  from the transfer  agent and the  evaluation of the transfer
agent's system by the Y2K Team, the general  partners cannot be assured that the
transfer  agent has addressed  all possible Year 2000 issues.  In the event that
the  systems of the  transfer  agent are not Year 2000  compliant,  the  general
partners and their  affiliates  would have to allocate  resources to  internally
perform  the  functions  of the  transfer  agent.  The  general  partners do not
anticipate  that the additional  cost of these  resources  would have a material
impact on the Partnership.



<PAGE>


Year 2000 Readiness Disclosure - Continued

         Based upon the progress the general  partners and affiliates  have made
in  addressing  the Year 2000 issues and their plan and timeline to complete the
compliance  program,  the  general  partners do not  foresee  significant  risks
associated  with Year 2000  compliance  at this time.  The general  partners and
their affiliates plan to address their significant Year 2000 issues prior to the
Partnership  being  affected  by them;  therefore,  they  have not  developed  a
comprehensive  contingency  plan.  However,  if the general  partners  and their
affiliates identify significant risks related to their Year 2000 compliance,  or
if their progress deviates from the anticipated  timeline,  the general partners
and their affiliates will develop  contingency plans as deemed necessary at that
time.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK

         Not applicable.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.

              On May 5, 1999, four limited partners in several of the CNL Income
              Funds  filed a  lawsuit,  Jon Hale,  Mary J.  Hewitt,  Charles  A.
              Hewitt, and Gretchen M. Hewitt v. James M. Seneff,  Jr., Robert A.
              Bourne, CNL Realty Corporation,  and CNL American Properties Fund,
              Inc., Case No.  CIO-99-0003561,  in the Circuit Court of the Ninth
              Judicial  Circuit of Orange  County,  Florida,  alleging  that the
              Messrs.  Seneff and Bourne and CNL Realty Corporation,  as general
              partners of the CNL Income Funds,  breached their fiduciary duties
              and  violated  the  provisions  of certain of the CNL Income  Fund
              partnership agreements in connection with the proposed acquisition
              of the  CNL  Income  Funds  by APF.  The  plaintiffs  are  seeking
              unspecified damages and equitable relief. The general partners and
              APF believe that the lawsuit is without merit and intend to defend
              vigorously  against  such  claims.  Because  the  lawsuit  was  so
              recently  filed, it is premature to further comment on the lawsuit
              at this time.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

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

Item 5.       Other Information.  Inapplicable.

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

               (a)  Exhibits

                     2.1        Agreement  and Plan of Merger by and between the
                                Registrant  and CNL  American  Properties  Fund,
                                Inc.  ("APF")  dated  March 11,  1999  (filed as
                                Appendix B to the Prospectus  Supplement for the
                                Registrant,   constituting   a   part   of   the
                                Registration  Statement of APF on Form S-4, File
                                No. 74329)

                     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.)


<PAGE>



                     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.)

                     27         Financial Data Schedule (Filed herewith.)

               (b)  Reports on Form 8-K

                      Current  Report on Form 8-K dated March 11, 1999 and filed
                      March 12,  1999,  describing  the  proposed  merger of the
                      Partnership  with and into a  subsidiary  of CNL  American
                      Properties Fund, Inc.





<PAGE>





                                   SIGNATURES


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

         DATED this 14th day of May, 1999.


                  CNL INCOME FUND VI, LTD.

                  By: CNL REALTY CORPORATION
                      General Partner


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


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