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, 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>

                                                                                 June 30,              December 31,
                                                                                   1999                    1998
                                                                            -------------------     -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $3,069,230 and
       $3,586,086, respectively                                                   $ 15,258,241            $ 18,559,844
   Net investment in direct financing leases                                         3,897,669               3,929,152
   Investment in joint ventures                                                      5,061,676               5,021,121
   Cash and cash equivalents                                                         1,124,292               1,170,686
   Restricted cash                                                                   4,332,095                      --
   Receivables, less allowance for doubtful accounts
       of $281,449 and $323,813, respectively                                           82,799                 150,912
   Prepaid expenses                                                                      6,172                     949
   Lease costs, less accumulated amortization of
       $8,006 and $7,181, respectively                                                   9,694                  10,519
   Accrued rental income, less allowance for doubtful
       accounts of $44,793 and $38,944, respectively                                   442,192                 785,982
   Other assets                                                                         26,731                  26,731
                                                                            -------------------     -------------------

                                                                                  $ 30,241,561            $ 29,655,896
                                                                            ===================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                 $   87,205              $    8,173
   Accrued and escrowed real estate taxes payable                                        6,796                   2,500
   Due to related party                                                                 26,828                  19,403
   Distributions payable                                                               787,500                 857,500
   Rents paid in advance and deposits                                                   44,054                  28,241
                                                                            -------------------     -------------------
       Total liabilities                                                               952,383                 915,817

   Commitments and Contingencies (Note 4)

   Minority interest                                                                   140,106                 144,949

   Partners' capital                                                                29,149,072              28,595,130
                                                                            -------------------     -------------------

                                                                                  $ 30,241,561            $ 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                    Six Months Ended
                                                                     June 30,                           June 30,
                                                               1999             1998             1999              1998
                                                            ------------     -----------      ------------      -----------
<S> <C>
Revenues:
    Rental income from operating leases                        $595,624        $653,877        $1,199,285       $1,288,852
    Adjustments to accrued rental income                         (2,925 )      (158,453 )          (5,849 )       (161,377 )
    Earned income from direct financing leases                  124,461         132,575           236,541          256,784
    Contingent rental income                                      7,307           2,089            16,482           34,479
    Interest and other income                                    23,796          31,006            39,252           67,682
                                                            ------------     -----------      ------------      -----------
                                                                748,263         661,094         1,485,711        1,486,420
                                                            ------------     -----------      ------------      -----------

Expenses:
    General operating and administrative                         37,328          40,577            78,111           86,042
    Bad debt expense                                                 --          12,854                --           12,854
    Professional services                                        14,132          10,921            18,842           16,791
    State and other taxes                                           247             487             9,713           10,392
    Depreciation and amortization                               108,393         114,143           222,646          230,053
    Transaction costs                                            77,695              --           110,820               --
                                                            ------------     -----------      ------------      -----------
                                                                237,795         178,982           440,132          356,132
                                                            ------------     -----------      ------------      -----------

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                                          510,468         482,112         1,045,579        1,130,288

Minority Interest in Income of Consolidated Joint
    Venture                                                      (9,662 )       (11,659 )         (12,162 )        (24,540 )

Equity in Earnings of Unconsolidated Joint Ventures             123,447          61,403           247,222          117,899

Gain on Sale of Land and Buildings                              848,303              --           848,303          345,122
                                                            ------------     -----------      ------------      -----------

Net Income                                                   $1,472,556        $531,856        $2,128,942       $1,568,769
                                                            ============     ===========      ============      ===========

Allocation of Net Income:
    General partners                                           $ 13,529        $  5,318          $ 20,093         $ 13,806
    Limited partners                                          1,459,027         526,538         2,108,849        1,554,963
                                                            ------------     -----------      ------------      -----------

                                                             $1,472,556        $531,856        $2,128,942       $1,568,769
                                                            ============     ===========      ============      ===========

Net Income Per Limited Partner Unit                            $  20.84         $  7.52          $  30.13         $  22.21
                                                            ============     ===========      ============      ===========

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


                                                                           Six Months Ended            Year Ended
                                                                               June 30,               December 31,
                                                                                 1999                     1998
                                                                        -----------------------     ------------------
<S> <C>
General partners:
    Beginning balance                                                            $     257,690             $  229,363
    Net income                                                                          20,093                 28,327
                                                                        -----------------------     ------------------
                                                                                       277,783                257,690
                                                                        -----------------------     ------------------

Limited partners:
    Beginning balance                                                               28,337,440             28,564,886
    Net income                                                                       2,108,849              2,992,554
    Distributions ($22.50 and $46.00 per
       limited partner unit, respectively)                                          (1,575,000 )           (3,220,000 )
                                                                        -----------------------     ------------------
                                                                                    28,871,289             28,337,440
                                                                        -----------------------     ------------------

Total partners' capital                                                         $   29,149,072           $ 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>
                                                                                       Six Months Ended
                                                                                           June 30,
                                                                                   1999                1998
                                                                              ---------------     ---------------
<S> <C>

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                     $1,663,032          $1,655,360
                                                                              ---------------     ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                    4,318,145           2,832,253
       Additions to land and buildings on operating
          leases                                                                          --            (125,000 )
       Investment in joint ventures                                                  (44,121 )        (2,740,640 )
       Increase in restricted cash                                                (4,318,145 )          (204,074 )
       Payment of lease costs                                                         (3,300 )            (3,300 )
                                                                              ---------------     ---------------
              Net cash used in investing activities                                  (47,421 )          (240,761 )
                                                                              ---------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                          (1,645,000 )        (1,575,000 )
       Distributions to holder of minority interest                                  (17,005 )           (21,020 )
                                                                              ---------------     ---------------
              Net cash used in financing activities                               (1,662,005 )        (1,596,020 )
                                                                              ---------------     ---------------

Net Decrease in Cash and Cash Equivalents                                            (46,394 )          (181,421 )

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

Cash and Cash Equivalents at End of Period                                        $1,124,292          $1,433,338
                                                                              ===============     ===============

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.

<PAGE>

                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 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 and six months ended June 30, 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.       Land and Buildings on Operating Leases:

         In June 1999, the Partnership  sold four of its Burger King properties,
         one in each of Sevierville,  Walker Springs,  Broadway and Greeneville,
         Tennessee,  to the tenant in accordance  with the purchase option under
         the  lease  agreements,  for a total of  approximately  $4,354,000  and
         received net sales proceeds of $4,318,145  resulting in a total gain of
         $848,303  for  financial  reporting  purposes.  These  properties  were
         originally  acquired by the  Partnership  in January 1990 and had costs
         totaling  approximately  $3,535,700,  excluding  acquisition  fees  and
         miscellaneous  acquisition  expenses;  therefore,  the Partnership sold
         these  properties  for a total of  approximately  $782,400 in excess of
         their original purchase prices.

3.       Restricted Cash:

         As of June 30,  1999,  the net sales  proceeds of  $4,318,145  from the
         sales of the four  Burger King  properties,  plus  accrued  interest of
         $13,950,  were being held in  interest-bearing  escrow accounts pending
         the  release  of  funds  by the  escrow  agent  to  acquire  additional
         properties on behalf of the Partnership.


<PAGE>


                            CNL INCOME FUND VI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


4.      Commitments and Contingencies:


         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 1,865,194  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 $20.00 per APF  Share,  the
         price  paid by APF  investors  (after an  adjustment  for a one for two
         reverse stock split  effective June 3, 1999) 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. 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 fourth 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 11,  1999,  four  limited  partners in several of the CNL Income
         Funds  served  a  lawsuit  against  the  general  partners  and  APF in
         connection  with the proposed  Merger.  On July 8, 1999, the plaintiffs
         amended  the  complaint  to add three  additional  limited  partners as
         plaintiffs.  Additionally,  on June 22,  1999,  a  limited  partner  in
         certain of the CNL Income  Funds  served a lawsuit  against the general
         partners, APF and CNL Fund Advisors, Inc. and certain of its affiliates
         in connection with the proposed  Merger.  The general  partners and APF
         believe  that the  lawsuits  are  without  merit  and  intend to defend
         vigorously against the claims. See Part II - Item 1. Legal Proceedings.




<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 June 30, 1999,  the  Partnership  owned 38  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 of the
general partners as tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 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 $1,663,032 and
$1,655,360  for the six months ended June 30, 1999 and 1998,  respectively.  The
increase in cash from  operations  for the six months ended June 30,  1999,  was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 1999.

         In April 1998,  the  Partnership  reinvested a portion of the net sales
proceeds  from the 1998 sale of the Property in Melbourne,  Florida,  in a joint
venture arrangement,  Melbourne Joint Venture,  with an affiliate of the general
partners,  to construct and hold one restaurant  Property.  As of June 30, 1999,
the Partnership had contributed  approximately  $539,100, of which approximately
$44,100 was contributed  during the six months ended June 30, 1999, to the joint
venture to purchase land and pay for  construction  costs  relating to the joint
venture. As of June 30, 1999, the Partnership owned a 50 percent interest in the
profits and losses of the joint venture.

         In June 1999, the  Partnership  sold four of its Burger King Properties
to the tenant in accordance with the purchase option under the lease agreements,
for a total of  approximately  $4,354,000  and  received  net sales  proceeds of
$4,318,145  resulting  in a  total  gain of  $848,303  for  financial  reporting
purposes.  These  Properties  were  originally  acquired by the  Partnership  in
January  1990  and  had  costs  totaling  approximately  $3,535,700,   excluding
acquisition  fees  and  miscellaneous   acquisition  expenses;   therefore,  the
Partnership  sold these  properties  for a total of  approximately  $782,400  in
excess of their  original  purchase  prices.  As of June 30, 1999, the net sales
proceeds of  $4,318,145,  plus accrued  interest of $13,950,  were being held in
interest-bearing  escrow  accounts  pending  the  release  of funds  to  acquire
additional Properties.  The general partners believe that the transaction,  or a
portion  thereof,  relating  to  the  sales  of  the  four  Properties  and  the
reinvestment  of the net sales  proceeds  will  qualify  as  like-kind  exchange
transactions for federal income tax purposes.

         Currently,  rental income from the Partnership's Properties and any net
sales  proceeds  held by the  Partnership,  pending  reinvestment  in additional
Properties,  are invested in money market accounts or other  short-term,  highly
liquid  investments  such  as  demand  deposit  accounts  at  commercial  banks,
certificates  of  deposit,  and money  market  accounts  with less than a 30-day
maturity date,  pending the  Partnership's  use of such funds to pay Partnership
expenses  or to make  distributions  to the  partners.  At June  30,  1999,  the
Partnership had $1,124,292  invested in such short-term  investments as compared
to $1,170,686 at December 31, 1998. The funds remaining at June 30, 1999,  after
payment  of  distributions  and  other  liabilities,  will be  used to meet  the
Partnership's working capital and other needs.

Short-Term Liquidity

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from  operations,  the Partnership  declared  distributions to the
limited  partners of  $1,575,000  for each of the six months ended June 30, 1999
and 1998 ($787,500 for each of the quarters ended June 30, 1999 and 1998).  This
represents  distributions  for each  applicable  six  months of $22.50  per unit
($11.25  per unit for each of the  quarters  ended June 30,  1999 and 1998).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 1999 and 1998. No amounts distributed to the limited partners for
the six months  ended  June 30,  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.

         Total liabilities of the Partnership,  including distributions payable,
increased  to $952,383 at June 30,  1999,  from  $915,817 at December  31, 1998,
primarily as the result of the Partnership  accruing  transaction costs relating
to the proposed  Merger with CNL American  Properties  Fund,  Inc.  ("APF"),  as
described  below.  The increase in liabilities is partially offset by a decrease
due to  the  Partnership  paying  in  January  1999 a  special  distribution  of
accumulated,  excess operating reserves to the limited partners of $70,000 which
has been  accrued at  December  31,  1998.  The  general  partners  believe  the
Partnership  has  sufficient  cash on hand to  meet  the  Partnership's  current
working capital needs.

Long-Term Liquidity

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

Results of Operations

         During the six months  ended June 30,  1998,  the  Partnership  and its
consolidated joint venture, Caro Joint Venture, owned and leased 35 wholly owned
Properties  (which  included  four  Properties  which were sold during  1998) to
operators of fast-food and family-style restaurant chains. During the six months
ended June 30, 1999, the Partnership and Caro Joint Venture, owned and leased 32
wholly owned Properties  (which included four Properties which were sold in June
1999).  In connection  therewith,  the Partnership and Caro Joint Venture earned
$1,429,977  and  $1,384,259  during the six months ended June 30, 1999 and 1998,
respectively,  in rental income from  operating  leases (net of  adjustments  to
accrued rental income) and earned income from direct financing leases from these
Properties,  $717,160 and $627,999 of which was earned during the quarters ended
June 30, 1999 and 1998.  Rental and earned income  increased  during the quarter
and six months  ended June 30,  1999,  as compared to the quarter and six months
ended June 30,  1998,  primarily as a result of the fact that during the quarter
and six  months  ended June 30,  1998 the  Partnership  wrote off  approximately
$155,500 in accrued rental income (non-cash  accounting  adjustments relating to
the  straight-lining  of future  scheduled rent increases over the lease term in
accordance  with  generally  accepted  accounting  principles)  relating  to its
Property in Bellevue,  Nebraska to adjust the carrying value of the asset to the
net sales  proceeds  received in June 1998 from the sale of this  Property.  The
increase  in rental and  earned  income was  partially  offset by a decrease  in
rental and earned income as a result of the sales of Properties  during 1998 and
the 1999 sales  which are  described  above in "Capital  Resources".  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  the net sales  proceeds  from the 1998 sales of  Properties in joint
ventures  or  in  Properties  with  affiliates  of  the  general  partners,   as
tenants-in-common.

         For the six months ended June 30, 1999 and 1998, the  Partnership  also
earned $16,482 and $34,479,  respectively,  in contingent rental income,  $7,307
and $2,089 of which was earned during the quarters ended June 30, 1999 and 1998,
respectively.  The decrease in  contingent  rental  income during the six months
ended June 30, 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.  Contingent  rental income was higher for the quarter
ended June 30, 1999, due to the fact that during the quarter ended June 30, 1998
the Partnership adjusted estimated contingent rental amounts accrued at December
31, 1997, to actual amounts.

         For the six  months  ended June 30,  1998,  the  Partnership  owned and
leased four Properties  indirectly  through joint venture  arrangements and five
Properties as tenants-in-common with affiliates of the general partners. For the
six months ended June 30, 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 six months ended June 30, 1999 and 1998, the  Partnership
earned $247,222 and $117,899, respectively, attributable to net income earned by
these joint ventures,  $123,447 and $61,403 of which was earned for the quarters
ended June 30, 1999 and 1998, respectively. The increase in net income earned by
joint  ventures  during the  quarter  and six months  ended  June 30,  1999,  as
compared to the quarter and six months ended June 30, 1998,  is primarily due to
the fact that in 1998 the Partnership  used the net sales proceeds from the 1998
sales of three  Properties to invest in Melbourne Joint Venture and Warren Joint
Venture and to acquire an interest in a Property in Fort Myers, Florida, with an
affiliate of the general partners as tenants-in-common.

         During the six months  ended June 30,  1999 and 1998,  the  Partnership
earned $39,252 and $67,682,  respectively, in interest and other income, $23,796
and $31,006 of which was earned for the  quarters  ended June 30, 1999 and 1998.
Interest  and other  income was higher  during the quarter and six months  ended
June 30, 1998,  partially due to the fact that during the quarter and six months
ended June 30, 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.  Interest and other  income were also higher  during the
quarter  and six  months  ended  June  30,  1998,  because  Caro  Joint  Venture
recognized  approximately $13,300 in other income during such periods due to the
fact that the joint venture  reversed real estate tax expense as a result of the
tenant of the Property paying past due real estate taxes.

         Operating expenses,  including  depreciation and amortization  expense,
were  $440,132  and  $356,132  for the six months  ended June 30, 1999 and 1998,
respectively,  of which  $237,795  and  $178,982 of which were  incurred for the
quarters ended June 30, 1999 and 1998,  respectively.  The increase in operating
expenses for the quarter and six months ended June 30, 1999,  was  primarily due
to the fact that the  Partnership  incurred  $77,695 and $110,820 in transaction
costs  during the  quarter  and six months  ended June 30,  1999,  respectively,
related to the general partners retaining financial and legal advisors to assist
them in evaluating and  negotiating  the proposed  Merger with APF, as described
below. 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.  The increase in operating
expenses was partially offset by a decrease in depreciation expense due to sales
of several Properties in 1998 and 1999.

         As a result  of the  sales of the four  Properties  described  above in
"Capital  Resources," the  Partnership  recognized a gain of $848,303 during the
quarter and six months ended June 30, 1999. In addition, as a result of the sale
of the  Property  in  Deland,  Florida,  the  Partnership  recognized  a gain of
$345,122  during the six  months  ended June 30,  1998 for  financial  reporting
purposes.

Proposed Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF (the "Merger").  As consideration  for the Merger,  APF
has agreed to issue  1,865,194  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 $20.00 per APF Share,  the price paid
by APF  investors  (after an  adjustment  for a one for two reverse  stock split
effective June 3, 1999) 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. 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 fourth 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 11,  1999,  four  limited  partners in several of the CNL Income
Funds served a lawsuit  against the general  partners and APF in connection with
the proposed  Merger.  On July 8, 1999, the plaintiffs  amended the complaint to
add three additional limited partners as plaintiffs.  Additionally,  on June 22,
1999,  a limited  partner in certain  of the CNL Income  Funds  served a lawsuit
against the general partners, APF and CNL Fund Advisors, Inc. and certain of its
affiliates in connection with the proposed Merger.  The general partners and APF
believe  that the  lawsuits  are without  merit and intend to defend  vigorously
against the claims. See Part II - Item 1. Legal Proceedings.

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.  As  of  June  30,  1999  the
Partnership did not have any information or non-information  technology systems.
The general  partners  and  certain of the  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
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  certain of 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.

         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  that 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 their  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  will 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.

         Based upon the progress the general  partners and their 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,  we  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 11, 1999, four limited partners in several CNL Income Funds
              served a derivative and purported class action lawsuit filed April
              22, 1999 against the general partners and APF in the Circuit Court
              of the Ninth Judicial Circuit of Orange County, Florida,  alleging
              that the general  partners  breached  their  fiduciary  duties and
              violated  provisions of certain of the CNL Income Fund partnership
              agreements in connection with the proposed Merger.  The plaintiffs
              are seeking  unspecified  damages and equitable relief. On July 8,
              1999, the plaintiffs filed an amended complaint which, in addition
              to naming three  additional  plaintiffs,  includes  allegations of
              aiding and abetting and  conspiring  to breach  fiduciary  duties,
              negligence and breach of duty of good faith against certain of the
              defendants and seeks additional  equitable relief. As amended, the
              caption  of the  case is Jon  Hale,  Mary J.  Hewitt,  Charles  A.
              Hewitt,  Gretchen  M.  Hewitt  Bernard J.  Schulte,  Edward M. and
              Margaret  Berol Trust,  and Vicky Berol v. James M.  Seneff,  Jr.,
              Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL  American
              Properties Fund, Inc., Case No. CIO-99-0003561.

              On June 22,  1999,  a limited  partner of several CNL Income Funds
              served a  purported  class  action  lawsuit  filed  April 29, 1999
              against the general partners and APF, Ira Gaines, individually and
              on  behalf  of a class  of  persons  similarly  situated,  v.  CNL
              American  Properties Fund,  Inc., James M. Seneff,  Jr., Robert A.
              Bourne,  CNL Realty  Corporation,  CNL Fund  Advisors,  Inc.,  CNL
              Financial  Corporation  a/k/a CNL Financial  Corp.,  CNL Financial
              Services,  Inc. and CNL Group, Inc., Case NO. CIO-99-3796,  in the
              Circuit  Court of the Ninth  Judicial  Circuit  of Orange  County,
              Florida,   alleging  that  the  general  partners  breached  their
              fiduciary  duties and that APF aided and abetted  their  breach of
              fiduciary  duties in  connection  with the  proposed  Merger.  The
              plaintiff is seeking unspecified damages and equitable relief.

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.



<PAGE>


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 and as amended
                                on June 4,  1999  (Filed  as  Appendix  B to the
                                Prospectus   Supplement   for  the   Registrant,
                                constituting  a part of  Amendment  No. 1 to 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.)

                     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

                      A Current Report on Form 8-K dated June 3, 1999, was filed
                      on June 18, 1999, to report property dispositions.



<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 10th day of August, 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)