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 June 30, 2004
--------------------------------------------------------------------------------

                                       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
 incorporation or organization)                       Identification No.)


        450 South Orange Avenue
            Orlando, Florida                               32801
----------------------------------------      ----------------------------------
(Address of principal executive offices)                 (Zip Code)


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


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 _________

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

<PAGE>

                                    CONTENTS



                                                                           Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                             1

                      Condensed Statements of Income                       2

                      Condensed Statements of Partners' Capital            3

                      Condensed Statements of Cash Flows                   4

                      Notes to Condensed Financial Statements              5-7

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                  8-11

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                          11

     Item 4.      Controls and Procedures                                  11

Part II.

     Other Information                                                     12-13


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C>

                                                            June 30,             December 31,
                                                              2004                    2003
                                                       ------------------     ------------------
                       ASSETS

Real estate properties with operating leases, net      $      13,237,818      $      13,399,674
Net investment in direct financing leases                      1,745,406              1,777,315
Real estate held for sale                                      1,727,026              2,203,860
Investment in joint ventures                                   7,826,296              7,875,770
Cash and cash equivalents                                      2,960,190              1,569,729
Receivables, less allowance for doubtful accounts
    of $92,602 and $27,488, respectively                             277                144,162
Accrued rental income, less allowance for doubtful
    accounts of $8,932 and $9,697, respectively                  568,448                556,895
Other assets                                                      25,274                 31,310
                                                       ------------------     ------------------

                                                       $      28,090,735      $      27,558,715
                                                       ==================     ==================

          LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                  $          20,519      $           6,728
Real estate taxes payable                                          8,292                 14,220
Distributions payable                                            787,500                787,500
Due to related parties                                            18,296                 12,517
Rents paid in advance                                             48,403                 58,650
                                                       ------------------     ------------------
    Total liabilities                                            883,010                879,615

Minority interest                                                438,315                443,607

Commitments (Note 4)

Partners' capital                                             26,769,410             26,235,493
                                                       ------------------     ------------------

                                                       $      28,090,735      $      27,558,715
                                                       ==================     ==================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       1
<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
<S> <C>

                                                                      Quarter Ended                 Six Months Ended
                                                                         June 30,                       June 30,
                                                                   2004             2003             2004             2003
                                                              --------------   --------------   --------------   --------------

Revenues:
    Rental income from operating leases                       $     446,032    $     445,462    $     891,875    $     894,264
    Earned income from direct financing leases                       48,893           50,881           98,448          102,179
    Contingent rental income                                          9,412            7,339           23,801           10,769
    Interest and other income                                           408              879              571              488
                                                              --------------   --------------   --------------   --------------
                                                                    504,745          504,561        1,014,695        1,007,700
                                                              --------------   --------------   --------------   --------------

Expenses:
    General operating and administrative                             74,947           60,546          160,206          133,471
    Property related                                                  6,791            3,704            7,223            5,023
    State and other taxes                                             1,363               --           44,076           44,952
    Depreciation and amortization                                    80,930           80,930          161,857          161,857
                                                              --------------   --------------   --------------   --------------
                                                                    164,031          145,180          373,362          345,303
                                                              --------------   --------------   --------------   --------------

Income before minority interest and equity in earnings of
     unconsolidated joint ventures                                  340,714          359,381          641,333          662,397

Minority interest                                                    (8,652)          (8,630)         (17,246)         (17,266)

Equity in earnings of unconsolidated joint ventures                 183,249          154,016          366,356          328,201
                                                              --------------    -------------   --------------   --------------

Income from continuing operations                                   515,311          504,767          990,443          973,332
                                                              --------------    -------------   --------------   --------------

Discontinued operations:
    Income (loss) from discontinued operations                      (24,027)          65,498          (20,568)         148,474
    Gain on disposal of discontinued operations                          --               --        1,139,042               --
                                                              --------------    -------------   --------------   --------------
                                                                    (24,027)          65,498        1,118,474          148,474
                                                              --------------    -------------   --------------   --------------

Net income                                                    $     491,284     $    570,265    $   2,108,917    $   1,121,806
                                                              ==============    =============   ==============   ==============

Income (loss) per limited partner unit:
    Continuing operations                                     $        7.36     $       7.21    $       14.15    $       13.90
    Discontinued operations                                           (0.34)            0.94            15.98             2.13
                                                              --------------    -------------   --------------   --------------
                                                              $        7.02     $       8.15    $       30.13    $       16.03
                                                              ==============    =============   ==============   ==============

Weighted average number of limited partner
    units outstanding                                                70,000           70,000           70,000           70,000
                                                              ==============    =============   ==============   ==============
</TABLE>

           See accompanying notes to condensed financial statements.

                                       2
<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
<S> <C>

                                               Six Months Ended        Year Ended
                                                   June 30,           December 31,
                                                     2004                 2003
                                             ------------------    ------------------

General partners:
    Beginning balance                        $         291,598     $         291,598
    Net income                                              --                    --
                                             ------------------    ------------------
                                                       291,598               291,598
                                             ------------------    ------------------

Limited partners:
    Beginning balance                               25,943,895            26,736,255
    Net income                                       2,108,917             2,357,640
    Distributions ($22.50 and $45.00 per
       limited partner unit, respectively)          (1,575,000)           (3,150,000)
                                             ------------------    ------------------
                                                    26,477,812            25,943,895
                                             ------------------    ------------------

Total partners' capital                      $      26,769,410     $      26,235,493
                                             ==================    ==================
</TABLE>

           See accompanying notes to condensed financial statements.

                                       3
<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C>

                                                                  Six Months Ended
                                                                      June 30,
                                                              2004               2003
                                                          --------------     --------------


   Net cash provided by operating activities              $   1,449,072      $   1,450,527
                                                          --------------     --------------

   Cash flows from investing activities:
       Insurance proceeds for casualty loss on building              --            590,132
       Proceeds from sale of assets                           1,588,927            472,425
       Payment of lease costs                                   (50,000)                --
                                                          --------------     --------------
          Net cash provided by investing activities           1,538,927          1,062,557
                                                          --------------     --------------

   Cash flows from financing activities:
       Distributions to limited partners                     (1,575,000)        (1,575,000)
       Distributions to holder of minority interest             (22,538)           (22,555)
                                                          --------------     --------------
          Net cash used in financing activities              (1,597,538)        (1,597,555)
                                                          --------------     --------------

   Net increase in cash and cash equivalents                  1,390,461            915,529

   Cash and cash equivalents at beginning of period           1,569,729          1,169,848
                                                          --------------     --------------

   Cash and cash equivalents at end of period             $   2,960,190      $   2,085,377
                                                          ==============     ==============

   Supplemental schedule of non-cash financing
       activities:

       Distributions declared and unpaid at end of
          period                                          $     787,500      $     787,500
                                                          ==============     ==============
</TABLE>

           See accompanying notes to condensed financial statements.

                                       4
<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003


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 the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the  quarter and six months  ended June 30, 2004 may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2004.  Amounts as of December  31, 2003,  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, 2003.

         The  Partnership  accounts  for its  64.29%  interest  in Warren  Joint
         Venture using the consolidation  method.  Minority interest  represents
         the minority joint venture partner's  proportionate share of the equity
         in  the  joint  venture.  All  significant  intercompany  accounts  and
         transactions have been eliminated.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries. The primary beneficiary of
         a variable  interest entity is the party that absorbs a majority of the
         entity's expected losses,  receives a majority of its expected residual
         returns, or both, as a result of holding variable interests,  which are
         the ownership,  contractual,  or other pecuniary interests in an entity
         that change with  changes in the fair value of the  entity's net assets
         excluding  variable  interests.  Prior to FIN 46R, a company  generally
         included  another  entity  in  its  financial  statements  only  if  it
         controlled the entity through voting interests.  Application of FIN 46R
         is  required  in  financial  statements  of public  entities  that have
         interests in variable  interest entities for periods ending after March
         15,  2004.  The  Partnership  adopted FIN 46R during the quarter  ended
         March 31, 2004,  which  resulted in the  consolidation  of a previously
         unconsolidated joint venture,  which was accounted for under the equity
         method.  FIN 46R  does not  require,  but does  permit  restatement  of
         previously  issued financial  statements.  The Partnership has restated
         prior year's financial statements to maintain comparability between the
         periods presented.  Such  consolidation  resulted in certain assets and
         minority  interest,  and  revenues  and  expenses,  of the entity being
         reported on a gross basis in the  Partnership's  financial  statements;
         however,  these  restatements had no effect on partners' capital or net
         income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


                                       5
<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003


3.       Discontinued Operations

         In October 2002, the building on the property in Marietta,  Georgia was
         destroyed by fire and the tenant  terminated its lease relating to this
         property.  In  March  2003,  the  Partnership  received   approximately
         $590,100 of insurance proceeds, resulting in a gain on casualty loss of
         approximately  $12,400.  The  Partnership  had recorded a provision for
         write-down of assets in the previous year relating to this property. In
         September  2003, the Partnership  entered into a new lease,  with a new
         tenant for this  property.  In March  2004,  the  Partnership  sold the
         property and received net sales proceeds of  approximately  $1,588,900,
         resulting  in  a  gain  on  disposal  of  discontinued   operations  of
         approximately $1,139,000.

         During 2002, the tenant of the property in Hermitage,  Tennessee  filed
         for bankruptcy and affirmed the one lease it had with the  Partnership.
         In March 2004,  the tenant  vacated the property  and as a result,  the
         Partnership   recorded  a  provision   for   write-down  of  assets  of
         approximately  $6,800.  In April 2004, the Partnership  entered into an
         agreement  to sell  this  property.  In  addition,  in June  2004,  the
         Partnership  entered  into an agreement to sell its property in Lawton,
         Oklahoma. The Partnership reclassified the assets relating to these two
         properties to real estate held for sale. The  reclassified  assets were
         recorded at the lower of their carrying amount or fair value, less cost
         to sell,  which resulted in the  Partnership  recording a provision for
         write-down of assets of approximately  $51,500 relating to the property
         in Lawton, Oklahoma.

         The  following  presents  the  operating  results  of the  discontinued
         operations  for these  properties,  along with the  property  in Broken
         Arrow, Oklahoma that was sold in June 2003.
<TABLE>
<CAPTION>
<S> <C>

                                                            Quarter Ended                Six Months Ended
                                                              June 30,                       June 30,
                                                        2004            2003           2004           2003
                                                    -------------  ---------------  ------------  --------------

               Rental revenues                      $     37,375   $       80,517   $    83,355   $     164,848
               Expenses                                   (9,946)         (15,019)      (45,632)        (28,730)
               Provision for write-down of assets        (51,456)              --       (58,291)             --
               Gain on casualty loss of building              --               --            --          12,356
                                                    -------------  ---------------  ------------  --------------
               Income (loss) from discontinued
                   operations                       $    (24,027)  $       65,498   $   (20,568)  $     148,474
                                                    =============  ===============  ============  ==============
</TABLE>

4.       Commitments

         In April and June  2004,  the  Partnership  entered  into two  separate
         agreements,  each  with a  third  party,  to  sell  the  properties  in
         Hermitage, Tennessee and Lawton, Oklahoma, respectively.

5.       Subsequent Events

         On August 5, 2004,  the  Partnership  sold its  property in  Hermitage,
         Tennessee  to  a  third  party  and  received  net  sales  proceeds  of
         approximately $831,100, resulting in a gain on disposal of discontinued
         operations of approximately $46,800.

         On August 9, 2004, the Partnership entered into a definitive  Agreement
         and Plan of Merger  pursuant  to which the  Partnership  will be merged
         with a subsidiary of U.S. Restaurant Properties,  Inc. (NYSE: USV). The
         merger is one of multiple concurrent  transactions pursuant to which 17
         other  affiliated  limited  partnerships  also  will be  merged  with a
         subsidiary of U.S. Restaurant Properties, Inc. and in which CNL


                                       6
<PAGE>

                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2004 and 2003


5.       Subsequent Events - Continued

         Restaurant  Properties,  Inc., an  affiliate,  also will be merged with
         U.S.  Restaurant  Properties,  Inc.  CNL  Restaurant  Properties,  Inc.
         currently  provides  property  management  and  other  services  to the
         Partnership.  The merger of the  Partnership  (and each of the 17 other
         affiliated mergers) is subject to certain conditions including approval
         by a majority of the limited partners, consummation of a minimum number
         of limited partnership mergers representing at least 75.0% in value (as
         measured  by the  value of the  merger  consideration)  of all  limited
         partnerships,  consummation  of the  merger  between  U. S.  Restaurant
         Properties,  Inc. and CNL Restaurant Properties,  Inc., approval of the
         shareholders of U.S. Restaurant  Properties,  Inc., and availability of
         financing.  The  transaction is expected to be consummated in the first
         quarter of 2005.

         Under the terms of the  transaction,  the limited partners will receive
         total  consideration  of  approximately  $36.04 million,  consisting of
         approximately $30.14 million in cash and approximately $5.90 million in
         U.S. Restaurant  Properties,  Inc. Series A Convertible Preferred Stock
         that is listed on the New York Stock  Exchange.  The  general  partners
         will receive total  consideration of approximately  $234,000 consisting
         of  approximately   $196,000  in  cash  and  approximately  $38,000  in
         preferred stock.


                                       7
<PAGE>

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

         CNL Income Fund VI, Ltd. (the  "Partnership,"  which may be referred to
as "we," "us," or "our") 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 (the "Properties"),  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 June 30, 2003,
we owned 23  Properties  directly and 15  Properties  indirectly  through  joint
venture or  tenancy in common  arrangements.  As of June 30,  2004,  we owned 22
Properties  directly  and 15  Properties  indirectly  through  joint  venture or
tenancy in common arrangements.

Capital Resources

         Net cash provided by operating activities was $1,449,072 and $1,450,527
for the six months ended June 30, 2004 and 2003, respectively. In March 2004, we
sold the  Property in  Marietta,  Georgia,  to the tenant and received net sales
proceeds  of  approximately  $1,588,900,  resulting  in a gain  on  disposal  of
discontinued operations of approximately $1,139,000. We had recorded a provision
for write-down of assets in a previous year relating to this Property. We intend
to reinvest  these proceeds in an additional  Property or to pay  liabilities as
needed.

         At June 30, 2004, we had  $2,960,190 in cash and cash  equivalents,  as
compared to $1,569,729 at December 31, 2003. At June 30, 2004,  these funds were
held in demand deposit accounts at a commercial bank. The increase was primarily
a result of holding sales proceeds at June 30, 2004. The funds remaining at June
30, 2004, after the payment of distributions and other liabilities,  may be used
to either invest in additional Properties or to meet our working capital needs.

         In  August  2004,  the  Partnership  sold its  Property  in  Hermitage,
Tennessee  to a third party and  received  net sales  proceeds of  approximately
$831,000,  resulting  in a  gain  on  disposal  of  discontinued  operations  of
approximately $46,800.

Short-Term Liquidity

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

         Our  short-term   liquidity   requirements  consist  primarily  of  our
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
our operations.

         We  generally  distribute  cash  from  operations  remaining  after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future  cash from  operations,  and for the six months  ended June 30,  2004,  a
portion of prior year  sales  proceeds,  we  declared  distributions  to limited
partners of  $1,575,000  for each of the six months ended June 30, 2004 and 2003
($787,500  for  each of the  quarters  ended  June  30,  2004  and  2003).  This
represents  distributions  of $22.50 per unit for each of the six  months  ended
June 30, 2004 and 2003 ($11.25 for each applicable  quarter).  No  distributions
were made to the general partners for the quarters and six months ended June 30,
2004 and 2003. No amounts distributed to the limited partners for the six months
ended June 30, 2004 and 2003 are required to be or have been treated as a return
of capital for purposes of  calculating  the limited  partners'  return on their
adjusted capital  contributions.  We intend to continue to make distributions of
cash to the limited partners on a quarterly basis.


                                       8
<PAGE>

         Total liabilities,  including  distributions  payable, were $883,010 at
June 30,  2004,  as  compared to $879,615  at  December  31,  2003.  The general
partners  believe  that we have  sufficient  cash  on hand to meet  our  current
working capital needs.


Contractual Obligations, Contingent Liabilities, and Commitments

         In April and June 2004, we entered into two separate  agreements,  each
with a third party,  to sell the Properties in Hermitage,  Tennessee and Lawton,
Oklahoma,  respectively.  In August  2004,  we sold the  Property in  Hermitage,
Tennessee, as described above. As of August 9, 2004, the sale of the Property in
Lawton, Oklahoma had not occurred.

Long-Term Liquidity

         We have no long-term debt or other long-term liquidity requirements.

Results of Operations

         Rental revenues from continuing operations were $990,323 during the six
months  ended June 30, 2004,  as compared to $996,443  during the same period of
2003,  $494,925 and $496,343 of which were earned during the second  quarters of
2004 and 2003, respectively. Rental revenues from continuing operations remained
relatively constant because all of the changes in the Property portfolio related
to the Properties accounted for as discontinued operations.

         In December 2003,  Waving  Leaves,  Inc., the tenant of the Property in
Waynesburg,  Ohio filed for Chapter 11 bankruptcy protection.  In June 2004, the
lease was assigned to and assumed by Hardee's Food Systems, Inc. As of August 9,
2004, we have received all rental payments relating to this lease.

         We earned  $23,801 in  contingent  rental  income during the six months
ended June 30,  2004,  as  compared  to $10,769  during the same period of 2003,
$9,412 and $7,339 of which were  earned  during the second  quarters of 2004 and
2003, respectively. The increase in contingent rental income during 2004 was due
to an  increase  in reported  gross  sales of the  restaurants  with leases that
require the payment of contingent rents.

         We  also  earned   $366,356   attributable  to  net  income  earned  by
unconsolidated  joint  ventures  during the six months ended June 30,  2004,  as
compared to $328,201  during the same period of 2003,  $183,249  and $154,016 of
which were earned during the second quarters of 2004 and 2003, respectively. Net
income earned by unconsolidated  joint ventures was lower during the quarter and
six months ended June 30,  2003,  because  Show Low Joint  Venture,  in which we
owned  a 36%  interest,  recorded  a  provision  for  write-down  of  assets  of
approximately  $55,500,  relating to the Property  that  Houlihan's  Restaurant,
Inc., leased from the joint venture.  During 2002, Houlihan's  Restaurant,  Inc.
filed for Chapter 11 bankruptcy protection and rejected its lease. The provision
represented  the  difference  between the  Property's net carrying value and its
estimated  fair value.  In September  2003,  the joint  venture sold this vacant
Property  to a third  party and  recorded  an  additional  loss on  disposal  of
discontinued operations of approximately $29,500. In the fourth quarter of 2003,
the joint venture was  liquidated and we recorded a loss on dissolution of joint
ventures of  approximately  $2,300.  In November  2003 we acquired a Property in
Dalton, Georgia, as tenants-in-common, with CNL Income Fund XI, Ltd., CNL Income
Fund XV, Ltd., and CNL Income Fund XVI, Ltd., each of which is a Florida limited
partnership and an affiliate of the general partners.

         In  October  2003,  Chevy's,  Inc.,  the  tenant  of  the  Property  in
Vancouver,  Washington, which we own as tenants-in-common with affiliates of the
general partners,  filed for Chapter 11 bankruptcy  protection.  We own a 23.04%
interest in this  Property.  While the tenant has neither  rejected nor affirmed
the one lease it has,  there  can be no  assurance  that the  lease  will not be
rejected in the future.  From the  bankruptcy  date through  August 9, 2004, the
tenancy in common has received all rental payments  relating to this lease.  The
lost  revenues  that would  result if the tenant  were to reject this lease will
have an  adverse  effect  on the  equity in  earnings  of  unconsolidated  joint
ventures  if the  tenancy in common is not able to  re-lease  the  Property in a
timely manner.

                                       9
<PAGE>


         Operating expenses,  including  depreciation and amortization  expense,
were $373,362 during the six months ended June 30, 2004, as compared to $345,303
during the same period of 2003,  $164,031  and  $145,180 of which were  incurred
during the second quarters of 2004 and 2003,  respectively.  Operating  expenses
were higher  during the quarter and six months ended June 30, 2004,  as compared
to the same periods of 2003,  because we incurred  additional  general operating
and administrative expenses, including legal fees.

         We recognized income from discontinued  operations (rental revenues and
gain on casualty loss of building less property related expenses) of $65,498 and
$148,474 during the quarter and six months ended June 30, 2003,  relating to the
Properties in Broken Arrow, Oklahoma;  Marietta, Georgia; Hermitage,  Tennessee;
and Lawton,  Oklahoma.  We sold the Property in Broken  Arrow,  Oklahoma in June
2003 and  recorded no gain or loss on disposal of  discontinued  operations.  In
October 2002, the building on the Property in Marietta, Georgia was destroyed by
fire  and  the  tenant   terminated  its  lease.  In  March  2003,  we  received
approximately   $590,100  of  insurance   proceeds,   resulting  in  a  gain  of
approximately  $12,400.  We had recorded a provision for write-down of assets in
2002 relating to this Property.  In September 2003, we entered into a new lease,
with a new tenant. We recognized net rental losses from discontinued  operations
of $24,027 and $20,568  during the quarter and six months  ended June 30,  2004.
The net rental  losses  were caused by us  incurring  certain  property  related
expenses, such as legal fees, repairs and maintenance, insurance and real estate
taxes  relating to the Property in Hermitage,  Tennessee.  In 2002,  the tenant,
Loco Lupe's of  Hermitage,  Inc.,  filed for Chapter 11  bankruptcy  protection.
Although the tenant  affirmed  the one lease it had with us, the tenant  stopped
making rental payments in September 2003 and vacated the Property in March 2004.
In addition,  during  2004,  we recorded a provision  for  doubtful  accounts of
approximately $8,600 relating to past due amounts and a provision for write-down
of assets of  approximately  $6,800.  Based on anticipated  sales  proceeds,  we
recorded a provision for  write-down  of assets of  approximately  $51,500.  The
provisions for  write-down of assets  represented  the  difference  between each
Property's net carrying  value and its estimated  fair value.  In March 2004, we
sold the Property and recorded a gain on disposal of discontinued  operations of
approximately  $1,139,000.  In August 2004,  we sold the Property in  Hermitage,
Tennessee, as described above. As of August 9, 2004, the sale of the Property in
Lawton, Oklahoma had not occurred.

        In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities for periods ending after March 15, 2004. We adopted
FIN 46R  during  the  quarter  ended  March  31,  2004,  which  resulted  in the
consolidation  of  a  previously  unconsolidated  joint  venture,  Warren  Joint
Venture,  which was  accounted  for under the  equity  method.  FIN 46R does not
require, but does permit restatement of previously issued financial  statements.
We restated prior year's financial statements to maintain  comparability between
the  periods  presented.  Such  consolidation  resulted  in  certain  assets and
minority interest,  and revenues and expenses, of the entity being reported on a
gross basis in our financial  statements;  however,  these  restatements  had no
effect on partners' capital or net income.

         The general  partners  believe their  primary  objective is to maintain
current operations with restaurant operators as successfully as possible,  while
evaluating  strategic  alternatives,  including  alternatives  that may  provide
liquidity to the limited  partners.  Real estate  markets are strong  throughout
much of the nation,  and the performance of restaurants  has generally  improved
after several  challenging years. As a result, the general partners believe that
this is an attractive  period for a strategic event to monetize the interests of
the limited partners.

         In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement  and  Plan of  Merger  pursuant  to  which  we will be  merged  with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent  transactions  pursuant to which 17 other affiliated limited
partnerships  also  will  be  merged  with  a  subsidiary  of  U.S.   Restaurant
Properties,  Inc. and in which CNL  Restaurant  Properties,  Inc., an affiliate,
also will be merged with U.S. Restaurant  Properties,  Inc. Our merger (and each
of the 17 other affiliated  mergers) is subject to certain conditions  including
approval by a majority of the limited partners, consummation of a minimum number

                                       10
<PAGE>

of limited partnership mergers representing at least 75.0% in value (as measured
by  the  value  of  the  merger  consideration)  of  all  limited  partnerships,
consummation  of the merger between U. S.  Restaurant  Properties,  Inc. and CNL
Restaurant  Properties,  Inc.,  approval of the shareholders of U.S.  Restaurant
Properties,  Inc., and availability of financing.  U.S.  Restaurant  Properties,
Inc.  is a real  estate  investment  trust  (REIT)  that  focuses  primarily  on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.

         Under the terms of the  transaction,  our limited partners will receive
total consideration of approximately $36.04 million, consisting of approximately
$30.14  million  in cash and  approximately  $5.90  million  in U.S.  Restaurant
Properties,  Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange.  The general  partners will receive total  consideration of
approximately   $234,000  consisting  of  approximately  $196,000  in  cash  and
approximately $38,000 in preferred stock.

         We received an opinion from Wachovia  Capital  Markets,  LLC that as of
August 9, 2004 the merger  consideration  to be  received  by the holders of our
general and limited  partnership  interests is fair,  from a financial  point of
view, to such holders.

         As reflected  above, the  contemplated  transactions  are complex,  and
contingent upon certain conditions. The restaurant marketplace,  the real estate
industry,  and the equities markets, all individually or taken as a whole, could
impact the  economics of this  transaction.  As a result,  there is no assurance
that we will be successful in completing the contemplated transaction.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in our
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 our disclosure controls
and procedures as of the end of the period  covered by this Quarterly  Report on
Form 10-Q and have determined  that such disclosure  controls and procedures are
effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.

                                       11
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.  Inapplicable.
         -----------------

Item 2.  Changes in Securities.  Inapplicable.
         ---------------------

Item 3.  Defaults upon Senior Securities.  Inapplicable.
         -------------------------------

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

Item 5.  Other Information.  Inapplicable.
         -----------------

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

         (a)  Exhibits

              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 between CNL Income Fund VI, Ltd. and CNL
                   Investment  Company.  (Included  as Exhibit 10.1 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on March
                   31, 1994, and incorporated herein by reference.)

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

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

              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 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

              31.1 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.  (Filed
                   herewith.)

                                       12
<PAGE>

              31.2 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.  (Filed
                   herewith.)

              32.1 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.)

              32.2 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)  Reports on Form 8-K

              No reports on Form 8-K were filed  during the  quarter  ended June
              30, 2004.


                                       13
<PAGE>

                                   SIGNATURES


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

         DATED this 9th day of August 2004.


                               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)

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number

         (c)  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 between CNL Income Fund VI, Ltd. and CNL
                   Investment  Company.  (Included  as Exhibit 10.1 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on March
                   31, 1994, and incorporated herein by reference.)

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

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

              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 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

              31.1 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.  (Filed
                   herewith.)

              31.2 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.  (Filed
                   herewith.)

              32.1 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.)

              32.2 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 31.1


<PAGE>



                                  EXHIBIT 31.2


<PAGE>



                                  EXHIBIT 32.1


<PAGE>



                                  EXHIBIT 32.2