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 September 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              5-6

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                  7-10

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk
                     10

     Item 4.      Controls and Procedures                                  10

Part II.

     Other Information                                                     11-12


<PAGE>


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

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

Real estate properties with operating leases, net                         $       13,156,890      $       13,399,674
Net investment in direct financing leases                                          1,728,733               1,777,315
Real estate held for sale                                                                 --               2,203,860
Investment in joint ventures                                                       7,794,789               7,875,770
Cash and cash equivalents                                                          4,620,258               1,569,729
Receivables, less allowance for doubtful accounts
    of $102,059 and $27,488, respectively                                                 --                 144,162
Accrued rental income, less allowance for doubtful
    accounts of $8,549 and $9,697, respectively                                      574,225                 556,895
Other assets                                                                          38,326                  31,310
                                                                          -------------------     -------------------

                                                                          $       27,913,221      $       27,558,715
                                                                          ===================     ===================

                 LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                     $           53,587      $            6,728
Real estate taxes payable                                                              1,154                  14,220
Distributions payable                                                                787,500                 787,500
Due to related parties                                                                21,387                  12,517
Rents paid in advance                                                                 53,168                  58,650
                                                                          -------------------     -------------------
    Total liabilities                                                                916,796                 879,615

Minority interest                                                                    435,631                 443,607

Partners' capital                                                                 26,560,794              26,235,493
                                                                          -------------------     -------------------

                                                                          $       27,913,221      $       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                 Nine Months Ended
                                                                      September 30,                   September 30,
                                                                  2004             2003            2004           2003
                                                              -------------    --------------  -------------  -------------

Revenues:
    Rental income from operating leases                       $    445,839     $     445,455   $  1,337,714   $  1,339,719
    Earned income from direct financing leases                      48,603            50,452        147,051        152,631
    Contingent rental income                                        10,705             7,673         34,506         18,442
    Interest and other income                                          435               658          1,006          1,146
                                                              -------------    --------------  -------------  -------------
                                                                   505,582           504,238      1,520,277      1,511,938
                                                              -------------    --------------  -------------  -------------

Expenses:
    General operating and administrative                            88,067            54,722        248,273        188,193
    Property related                                                 4,209             6,428         11,432         11,451
    State and other taxes                                               --             1,128         44,076         46,080
    Depreciation and amortization                                   80,927            80,927        242,784        242,784
                                                              -------------    --------------  -------------  -------------
                                                                   173,203           143,205        546,565        488,508
                                                              -------------    --------------  -------------  -------------

Income before minority interest and equity in earnings of
     unconsolidated joint ventures                                 332,379           361,033        973,712      1,023,430

Minority interest                                                   (8,615)           (8,772)       (25,861)       (26,038)

Equity in earnings of unconsolidated joint ventures                183,004           160,603        549,360        488,804
                                                              -------------    --------------  -------------  -------------

Income from continuing operations                                  506,768           512,864      1,497,211      1,486,196
                                                              -------------    --------------  -------------  -------------

Discontinued operations:
    Income from discontinued operations                             25,586            38,564          5,018        187,038
    Gain on disposal of discontinued operations                     46,530                --      1,185,572             --
                                                              -------------    --------------  -------------  -------------
                                                                    72,116            38,564      1,190,590        187,038
                                                              -------------    --------------  -------------  -------------

Net income                                                    $    578,884     $     551,428   $  2,687,801   $  1,673,234
                                                              =============    ==============  =============  =============

Income per limited partner unit:
    Continuing operations                                     $       7.24     $        7.33   $      21.39   $      21.23
    Discontinued operations                                           1.03              0.55          17.01           2.67
                                                              -------------    --------------  -------------  -------------
                                                              $       8.27     $        7.88   $      38.40   $      23.90
                                                              =============    ==============  =============  =============

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>

                                                                          Nine Months Ended          Year Ended
                                                                            September 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                                                                      2,687,801             2,357,640
    Distributions ($33.75 and $45.00 per
       limited partner unit, respectively)                                         (2,362,500)           (3,150,000)
                                                                         ---------------------    ------------------
                                                                                   26,269,196            25,943,895
                                                                         ---------------------    ------------------

Total partners' capital                                                  $         26,560,794     $      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>

                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                     2004               2003
                                                                                 --------------     --------------


   Net cash provided by operating activities                                     $   2,134,382      $   2,148,895
                                                                                 --------------     --------------

   Cash flows from investing activities:
       Insurance proceeds for casualty loss on building                                     --            590,132
       Proceeds from sale of assets                                                  3,362,484            472,425
       Payment of lease costs                                                          (50,000)                --
                                                                                 --------------     --------------
          Net cash provided by investing activities                                  3,312,484          1,062,557
                                                                                 --------------     --------------

   Cash flows from financing activities:
       Distributions to limited partners                                            (2,362,500)        (2,362,500)
       Distributions to holder of minority interest                                    (33,837)           (33,825)
                                                                                 --------------     --------------
          Net cash used in financing activities                                     (2,396,337)        (2,396,325)
                                                                                 --------------     --------------

   Net increase in cash and cash equivalents                                         3,050,529            815,127

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

   Cash and cash equivalents at end of period                                    $   4,620,258      $   1,984,975
                                                                                 ==============     ==============

   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 Nine Months Ended September 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 nine months  ended  September  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.       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,  and based on the sales  price,  the  Partnership  recorded a
         provision for write-down of assets of approximately  $51,500. In August
         2004, the Partnership sold these properties, each to a third party, and
         received net sales proceeds of approximately $1,773,600, resulting in a
         net  gain on  disposal  of  discontinued  operations  of  approximately
         $46,500.
                                       5
<PAGE>

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


2.       Discontinued Operations - Continued

         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                Nine Months Ended
                                                            September 30,                  September 30,
                                                        2004            2003           2004           2003
                                                    -------------  ---------------  ------------  --------------

               Rental revenues                      $     31,224   $       60,574   $   114,579   $     225,422
               Expenses                                   (5,638)         (22,010)      (51,270)        (50,740)
               Provision for write-down of assets              --              --       (58,291)            --
               Gain on casualty loss of building               --              --            --          12,356
                                                    -------------  ---------------  ------------  --------------
               Income from discontinued
               operations                           $     25,586   $       38,564   $     5,018   $     187,038
                                                    =============  ===============  ============  ==============
</TABLE>


3.       Merger Transaction

         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
         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  merger  agreement,  if the  transaction  is
         approved,  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.
                                       6
<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 September 30,
2003, we owned 23 Properties directly and 14 Properties indirectly through joint
venture or tenancy in common arrangements. As of September 30, 2004, we owned 20
Properties  directly  and 15  Properties  indirectly  through  joint  venture or
tenancy in common arrangements.

Merger Transaction

         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
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  merger  agreement,  if the  transaction  is
approved, 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.

Capital Resources

         Net cash provided by operating activities was $2,134,382 and $2,148,895
for the nine months  ended  September  30, 2004 and 2003,  respectively.  During
2004, we sold the Property in Marietta, Georgia to the tenant and the Properties
Lawton, Oklahoma and Hermitage,  Tennessee,  each to a third party, and received
total net sales proceeds of approximately $3,362,500, resulting in a net gain on
disposal of discontinued operations of approximately $1,185,600. We had recorded
provisions for write-down of assets relating to these  Properties.  We intend to
reinvest  these  proceeds in  additional  Properties  or to pay  liabilities  as
needed.
                                       7
<PAGE>

         At September 30, 2004, we had $4,620,258 in cash and cash  equivalents,
as compared to $1,569,729  at December 31, 2003.  At September  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 September  30, 2004.  The
funds remaining at September 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.

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 nine months ended September 30, 2004, a
portion of prior year  sales  proceeds,  we  declared  distributions  to limited
partners of $2,362,500 for each of the nine months ended  September 30, 2004 and
2003 ($787,500 for each of the quarters ended September 30, 2004 and 2003). This
represents  distributions  of $33.75 per unit for each of the nine months  ended
September  30,  2004  and  2003  ($11.25  for  each  applicable   quarter).   No
distributions were made to the general partners for the quarters and nine months
ended  September  30,  2004 and 2003.  No  amounts  distributed  to the  limited
partners for the nine months ended  September  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.

         Total liabilities,  including  distributions  payable, were $916,796 at
September 30, 2004,  as compared to $879,615 at December 31, 2003.  The increase
in  liabilities at September 30, 2004, as compared to December 31, 2003, was due
primarily to an increase in accounts payable and accrued  expenses.  The general
partners  believe  that we have  sufficient  cash  on hand to meet  our  current
working capital needs.

Long-Term Liquidity

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

Results of Operations

         Rental revenues from continuing  operations were $1,484,765  during the
nine months ended September 30, 2004, as compared to $1,492,350  during the same
period of 2003,  $494,442  and  $495,907 of which were  earned  during the third
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 November
5, 2004, we have received all rental payments relating to this lease.
                                       8
<PAGE>

         We earned  $34,506 in  contingent  rental income during the nine months
ended September 30, 2004, as compared to $18,442 during the same period of 2003,
$10,705  and $7,673 of which were earned  during the third  quarters of 2004 and
2003, respectively. The increase in contingent rental income during 2004 was due
to an increase in reported gross sales of certain  restaurants  with leases that
require the payment of contingent rents.

         We  also  earned   $549,360   attributable  to  net  income  earned  by
unconsolidated  joint ventures  during the nine months ended September 30, 2004,
as compared to $488,804 during the same period of 2003, $183,004 and $160,603 of
which were earned during the third quarters of 2004 and 2003, respectively.  Net
income  earned by  unconsolidated  joint  ventures was lower during 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.  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. The rental payments relating to this Property commenced at the time of
acquisition.

         In  October  2003,  Chevy's,  Inc.,  the  tenant  of  the  Property  in
Vancouver,  Washington,  in which we own a 23.04% interest as  tenants-in-common
with  affiliates  of the  general  partners,  filed for  Chapter  11  bankruptcy
protection.  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 November 5, 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.

         Operating expenses,  including  depreciation and amortization  expense,
were  $546,565  during the nine months ended  September 30, 2004, as compared to
$488,508  during the same period of 2003,  $173,203  and  $143,205 of which were
incurred  during the third  quarters of 2004 and 2003,  respectively.  Operating
expenses  were higher  during the quarter and nine months  ended  September  30,
2004,  as compared to the same periods of 2003,  because we incurred  additional
general operating and administrative expenses, including,  primarily, legal fees
incurred in connection with the merger transaction describe above.

         We recognized income from discontinued  operations (rental revenues and
other  Property  related income less property  related  expenses) of $38,564 and
$187,038 during the quarter and nine months ended  September 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  income from discontinued  operations of $5,018
during the nine months ended  September 30, 2004,  relating to the Properties in
Marietta, Georgia; Hermitage, Tennessee; and Lawton, Oklahoma. In March 2004, we
sold the  Property  in  Marietta,  Georgia;  and  recorded a gain on disposal of
discontinued operations of approximately  $1,139,000.  We recognized income from
discontinued  operations of $25,586 during the quarter ended September 30, 2004,
relating to the Properties in Hermitage,  Tennessee;  and Lawton,  Oklahoma.  In
2002,  Loco Lupe's of Hermitage,  Inc., the tenant of the  Hermitage,  Tennessee
Property,  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.  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,  relating to this Property.  Based on  anticipated  sales  proceeds,  we
recorded a provision for write-down of assets of approximately  $51,500 relating
to the Property in Lawton,  Oklahoma.  The  provisions  for write-down of assets
represented  the difference  between each  Property's net carrying value and its
estimated fair value. In August 2004, we sold these two Properties, and recorded
a net gain on disposal of discontinued operations of approximately $46,500.
                                       9
<PAGE>


         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.


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.

                                       10
<PAGE>


                           PART II. OTHER INFORMATION


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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
         -----------------------------------------------------------
         Inapplicable.

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

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

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

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

         (a)    Exhibits

                2.1     Agreement  and  Plan of  Merger  among  U.S.  Restaurant
                        Properties,  Inc., Ivanhoe  Acquisition VI, LLC, and CNL
                        Income  Fund VI,  Ltd.,  dated  as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                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.)
                                       11
<PAGE>

                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.)

                                       12
<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 November 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

                Exhibits

                2.1     Agreement  and  Plan of  Merger  among  U.S.  Restaurant
                        Properties,  Inc., Ivanhoe  Acquisition VI, LLC, and CNL
                        Income  Fund VI,  Ltd.,  dated  as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                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.)
<PAGE>

                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