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, 1996

             |_| 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 0-28368

                      ATEL Cash Distribution Fund VI, L.P.
             (Exact name of registrant as specified in its charter)

 California                                                          94-3207229
(State or other jurisdiction of                              (I. R. S. Employer
incorporation or organization)                              Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or 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  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
                                  Page 1 of 16

<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.













                                     Page 2

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                   (Unaudited)


                                     ASSETS

                                                   1996              1995
                                                   ----              ----
Cash and cash equivalents                          $9,085,327        $2,074,913

Accounts receivable                                 2,537,849         2,006,703

Investments in leases                             169,341,728        92,802,029
                                             ----------------- -----------------
Total assets                                     $180,964,904       $96,883,645
                                             ================= =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $59,823,418          $836,181

Line of credit                                     34,755,753        38,368,672

Accounts payable:
   General Partner                                    625,609         1,279,066
   Equipment purchases                                      -         5,176,506
   Other                                              896,187           117,483

Accrued interest payable                              478,759           230,967

Unearned operating lease income                       290,527           298,733
                                             ----------------- -----------------
Total liabilities                                  96,870,253        46,307,608

Partners' capital:
     General Partner                                  (42,521)          (23,675)
     Limited Partners                              84,137,172        50,599,712
                                             ----------------- -----------------
Total partners' capital                            84,094,651        50,576,037
                                             ----------------- -----------------
Total liabilities and partners' capital          $180,964,904       $96,883,645
                                             ================= =================

                             See accompanying notes.




                                     Page 3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1996
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                           Nine Months Ended                    Three Months Ended
                                                             September 30,                       September 30,
                                                             -------------                       -------------
                                                        1996              1995               1996              1995
                                                        ----              ----               ----              ----
<S>                                                   <C>               <C>                <C>               <C>       
Revenues:
   Leasing activities:
      Operating leases                                $15,880,432       $3,208,205         $6,379,734        $1,470,451
      Direct financing leases                             164,221           31,449             54,003            27,702
      Gain on sales of assets                            (103,256)           2,662           (112,636)            1,233
Interest                                                   47,295           41,821              8,369            31,064
Other                                                      69,411            2,768             67,446             1,640
                                                ------------------ ----------------  ----------------- -----------------
                                                       16,058,103        3,286,905          6,396,916         1,532,090
Expenses:
Depreciation and amortization                          12,099,732        2,428,738          4,660,786         1,239,756
Interest expense                                        3,351,933          428,946          1,432,018            23,017
Administrative cost reimbursements to General
   Partner                                                509,538          340,579            229,144           151,347
Equipment and incentive management fees to
   General Partner                                        722,337          216,246            300,709           120,669
Other                                                     370,774           50,228            229,431            10,463
Professional fees                                         177,836           40,659             54,284            15,446
Provision for losses                                      160,599           32,869             64,000            15,321
                                                ------------------ ----------------  ----------------- -----------------
                                                       17,392,749        3,538,265          6,970,372         1,576,019
                                                ------------------ ----------------  ----------------- -----------------
Net loss                                              ($1,334,646)       ($251,360)         ($573,456)         ($43,929)
                                                ================== ================  ================= =================


Net loss:
   General Partner                                        (13,346)          (2,514)            (5,735)              (439)
   Limited Partners                                    (1,321,300)        (248,846)          (567,721)          (43,490)
                                                ------------------ ----------------  ----------------- -----------------
                                                      ($1,334,646)       ($251,360)         ($573,456)         ($43,929)
                                                ================== ================  ================= =================


Net loss per Limited Partnership Unit                      ($0.15)          ($0.11)            ($0.06)           ($0.01)

Weighted average number of Units outstanding            8,570,592        2,328,074         10,097,070         3,970,984
</TABLE>

                             See accompanying notes.



                                     Page 4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Limited Partners              General
                                                Units            Amount            Partner            Total

<S>                                             <C>            <C>                   <C>            <C>        
Balance December 31, 1995                       6,269,013      $50,599,712           ($23,675)      $50,576,037
Capital contributions                           4,724,942       47,249,420                  -        47,249,420
Less selling commissions to affiliates                          (4,488,695)                 -        (4,488,695)
Other syndication costs to affiliates                           (1,967,294)                 -        (1,967,294)
Distributions to partners                                       (5,934,671)            (5,500)       (5,940,171)
Net loss                                                        (1,321,300)           (13,346)       (1,334,646)
                                        ------------------ ----------------  ----------------- -----------------
Balance September 30, 1996                     10,993,955      $84,137,172           ($42,521)      $84,094,651
                                        ================== ================  ================= =================
</TABLE>




                             See accompanying notes.



                                     Page 5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                                                    Nine Months Ended                    Three Months Ended
                                                                      September 30,                       September 30,
                                                                      -------------                       -------------
                                                                 1996              1995               1996              1995
                                                                 ----              ----               ----              ----
<S>                                                              <C>              <C>                <C>               <C>         
Operating activities:
Net loss                                                         ($1,334,646)       ($251,360)         ($573,456)         ($43,929)
Adjustment to reconcile net income to cash provided
   by operating activities:
   Depreciation and amortization                                  12,099,732        2,428,738          4,660,786         1,239,756
   Loss (gain) on sales of assets                                    103,256           (2,662)           112,636            (1,233)
   Provision for losses                                              160,599           32,869             64,000            15,321
   Changes in operating assets and liabilities:
      Accounts receivable                                           (531,146)        (779,303)           153,321           (75,940)
      Accounts payable, General Partner                             (653,457)         878,069           (602,917)          660,100
      Accounts payable, other                                        778,704           98,794            692,107            74,405
      Accrued interest payable                                       247,792                -            178,278                 -
      Unearned lease income                                           (8,206)         217,319             79,161           (64,017)
                                                           ------------------ ----------------  ----------------- -----------------
Net cash provided by operations                                   10,862,628        2,622,464          4,763,916         1,804,463
                                                           ------------------ ----------------  ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                       (92,069,843)     (53,693,278)       (37,205,859)      (27,038,267)
Purchases of equipment on direct financing leases                   (368,527)      (1,675,974)          (259,110)         (782,522)
Purchases of residual value interests                               (335,139)               -                  -                 -
Initial direct costs paid to General Partner                      (2,070,264)      (1,722,725)          (519,224)         (826,005)
Reduction in net investment in direct financing leases               367,424           90,090            131,286            55,342
Proceeds from sales of assets                                        396,557           43,710            293,310            12,179
                                                           ------------------ ----------------  ----------------- -----------------
Net cash used in investing activities                            (94,079,792)     (56,958,177)       (37,559,597)      (28,579,273)
                                                           ------------------ ----------------  ----------------- -----------------
</TABLE>



                                     Page 6

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS
                                   (CONTINUED)

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                    Three Months Ended
                                                                     September 30,                       September 30,
                                                                     -------------                       -------------
                                                                 1996              1995               1996              1995
                                                                 ----              ----               ----              ----
<S>                                                              <C>              <C>                <C>                <C>        
Financing activities:
Borrowings under line of credit                                   58,391,599       31,169,698         18,912,219        16,750,000
Repayments of borrowings under line of credit                    (62,004,518)     (15,169,698)       (11,507,696)       (3,219,197)
Proceeds of non-recourse debt                                     62,182,581                -         22,448,429                 -
Repayments of non-recourse debt                                   (3,195,344)               -         (2,467,341)                -
Capital contributions received                                    47,249,420       47,074,510         16,620,130        15,736,140
Payment of syndication costs to General Partner                   (6,455,989)      (6,707,356)        (2,018,034)       (2,477,586)
Distributions to Partners                                         (5,940,171)      (1,281,588)        (2,356,278)         (804,813)
                                                           ------------------ ----------------  ----------------- -----------------
Net cash provided by financing activities                         90,227,578       55,085,566         39,631,429        25,984,544
                                                           ------------------ ----------------  ----------------- -----------------
Net increase (decrease) in cash and cash
   equivalents                                                     7,010,414          749,853          6,835,748          (790,266)
Cash and cash equivalents at beginning of
   period                                                          2,074,913              600          2,249,579         1,540,719
                                                           ------------------ ----------------  ----------------- -----------------
Cash and cash equivalents at end of period                        $9,085,327         $750,453         $9,085,327          $750,453
                                                           ================== ================  ================= =================


Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                          $3,351,933         $428,946         $1,432,018           $67,306
                                                           ================== ================  ================= =================

Supplemental schedule of non-cash transactions:

Operating lease assets reclassified to equipment
   held for lease                                                 $1,360,763                            $729,071
Less accumulated depreciation                                       (282,137)                           (269,686)
                                                           ==================                   =================
                                                                  $1,078,626                            $459,385
                                                           ==================                   =================
</TABLE>









                             See accompanying notes.

                                     Page 7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2.  Organization and partnership matters:

ATEL Cash  Distribution  Fund VI, L.P. (the Fund),  was formed under the laws of
the  State  of  California  on June 29 ,  1994,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the amount of $600 were received as of July 21, 1994, $100 of which  represented
the General Partner's (ATEL Financial  Corporation's)  continuing interest,  and
$500 of which represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 3,
1995, the Partnership commenced  operations.  The Fund or the General Partner on
behalf  of the Fund,  will  incur  costs in  connection  with the  organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the  Fund  is  limited  by  certain  provisions  in  the  Agreement  of  Limited
Partnership.

The Partnership  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.


3.  Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                               Depreciation
                                            Balance                             Expense or          Reclass-          Balance
                                          December 31,                         Amortization       ifications &     September 30,
                                              1995             Additions         of Leases        Dispositions          1996
                                              ----             ---------         ---------        ------------          ----
<S>                                           <C>                <C>             <C>                 <C>              <C>         
Net investment in operating leases            $87,360,104        $86,893,337     ($11,332,840)       ($1,078,625)     $161,841,976
Net investment in direct financing
   leases                                       2,765,945            368,527         (367,424)                 -         2,767,048
Equipment held for sale or lease                   45,160                  -          (21,918)           578,812           602,054
Residual interests                                      -            335,139                -                  -           335,139
Initial direct costs, net of
   accumulated amortization of
   $933,369 in 1996 and
   $213,267 in 1995                             2,695,712          2,070,264         (744,974)                 -         4,021,002
Reserve for losses                                (64,892)          (160,599)               -                  -          (225,491)
                                       ------------------- ------------------ ----------------  ----------------- -----------------
                                              $92,802,029        $89,506,668     ($12,467,156)         ($499,813)     $169,341,728
                                       =================== ================== ================  ================= =================
</TABLE>


                                     Page 8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                            Balance                                                                   Balance
                                          December 31,     Acquisitions, Dispositions & Reclassifications          September 30,
                                              1995            1st Quarter       2nd Quarter       3rd Quarter           1996
                                              ----            -----------       -----------       -----------           ----
<S>                                           <C>                <C>                <C>              <C>              <C>         
Transportation                                $58,140,854        $28,160,856        ($554,553)       $15,047,722      $100,794,879
Construction                                   14,741,280          1,849,333        9,446,702          4,465,897        30,503,212
Materials handling                             12,919,801          2,546,032        2,565,397          3,603,006        21,634,236
Manufacturing                                   1,298,697            317,520        3,397,538          7,555,996        12,569,751
Office automation                               5,015,082            175,537        1,151,423          4,870,933        11,212,975
Other                                                   -                  -                -            933,235           933,235
                                       ------------------- ------------------ ----------------  ----------------- -----------------
                                               92,115,714         33,049,278       16,006,507         36,476,789       177,648,288
Less accumulated depreciation                  (4,755,610)        (3,136,409)      (3,837,538)        (4,076,755)      (15,806,312)
                                       ------------------- ------------------ ----------------  ----------------- -----------------
                                              $87,360,104        $29,912,869      $12,168,969        $32,400,034      $161,841,976
                                       =================== ================== ================  ================= =================
</TABLE>

The following  lists the  components of the  Partnership's  investment in direct
financing leases as of September 30, 1996:

Total minimum lease payments receivable                              $1,706,533
Estimated residual values of leased equipment (unguaranteed)          1,302,053
                                                               -----------------
Investment in direct financing leases                                 3,008,586
Less unearned income                                                   (241,538)
                                                               -----------------
Net investment in direct financing leases                            $2,767,048
                                                               =================

All of the property on leases was acquired in 1995 and 1996.

At September 30, 1996,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                                  Direct
                                               Operating         Financing
                                                Leases            Leases             Total
                                                ------            ------             -----
<S>                                           <C>                <C>              <C>         
Three months ending December 31, 1996          $5,694,748         $230,744         $5,925,492
         Year ending December 31, 1996          24,350,860          776,338         25,127,198
                                  1998          21,257,001          413,444         21,670,445
                                  1999          17,545,317          173,038         17,718,355
                                  2000          14,455,982          112,969         14,568,951
                            Thereafter          30,781,089                -         30,781,089
                                         ------------------ ----------------  -----------------
                                              $114,084,997       $1,706,533       $115,791,530
                                         ================== ================  =================
</TABLE>

                                     Page 9

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.33% to 12.23%.

Future minimum principal  payments of non-recourse debt as of September 30, 1996
are as follows:

<TABLE>
<CAPTION>
                                              Principal         Interest            Total
                                              ---------         --------            -----
<S>                                            <C>              <C>                <C>        
 Three months ending December 31, 1996          $1,316,555         $525,386         $1,841,941
         Year ending December 31, 1997           7,525,340        2,613,651         10,138,991
                                  1998           8,508,049        5,930,485         14,438,534
                                  1999           9,225,631        3,653,502         12,879,133
                                  2000           8,702,301        2,881,954         11,584,255
                            Thereafter          24,545,542        9,286,938         33,832,480
                                         ------------------ ----------------  -----------------
                                               $59,823,418      $24,891,916        $84,715,334
                                         ================== ================  =================
</TABLE>


5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   Affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:

<TABLE>
<CAPTION>
                                                                                            1996              1995
                                                                                            ----              ----
<S>                                                                                       <C>               <C>       
Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital)                                           $4,488,695        $4,472,078

Reimbursement of other syndication costs                                                   1,967,294         2,235,277

Acquisition fees equal to 3.25% of the equipment  purchase price, for evaluating
and  selecting  equipment to be acquired (not to exceed  approximately  4.75% of
Gross Proceeds,  included in property on operating  leases).  (Effective July 1,
1995 these
percentages have been reduced to 3.0% and 4.5%, respectively.)                             2,070,264         1,722,725

Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement). (Effective July
1,
1995 these percentages have been amended to 3.25%, 3.5% and 2%, respectively.)               722,337           216,246

Administrative cost reimbursements to General Partner                                        509,538           340,579
                                                                                    ----------------- -----------------
                                                                                          $9,758,128        $8,986,905
                                                                                    ================= =================
</TABLE>

                                    Page 10

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


5.  Related party transactions (continued):

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.


6. Partner's capital:

As of  September  30,  1996,  10,993,955  Units  ($109,939,550)  were issued and
outstanding.  The Fund's registration statement with the Securities and Exchange
Commission  became effective  November 23, 1994. The Fund is authorized to issue
up to 12,500,050  Units,  including  the 50 Units issued to the initial  limited
partners.

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partner.

Available Cash from Operations and Cash from Sales and  Refinancing,  as defined
in the Limited Partnership Agreement, shall be distributed as follows:

     First,  95%  (95.75%  after June 30,  1995) of  Distributions  of Cash from
     Operations  to the  Limited  Partners,  1% of  Distributions  of Cash  from
     Operations to the General  Partner and 4% (3.25% after June 30, 1995) to an
     affiliate of the General Partner as Incentive Management Compensation,  99%
     of  Distributions of Cash from Sales or Refinancing to the Limited Partners
     and 1% of Cash from Sales or Refinancing to the General Partner.

     Second, the balance to the Limited Partners until the Limited Partners have
     received  Aggregate  Distributions  in an  amount  equal to their  Original
     Invested Capital, as defined,  plus a 10% per annum cumulative  (compounded
     daily) return on their Adjusted Invested Capital.

     Third,  an  affiliate  of the General  Partner  will  receive as  Incentive
     Management  Compensation,  4% (3.25% after June 30, 1995) of remaining Cash
     from Sales or Refinancing.

     Fourth, the balance to the Limited Partners.

                                    Page 11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $70,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on July 18, 1997.

The facility, when used by the Partnership,  is collateralized by (i) leases and
equipment  owned by the Partnership and financed by the lines and (ii) all other
assets owned by the Partnership  except  equipment,  lease receipts and residual
values specifically pledged to other equipment funding sources.


8.  Commitments:

As of  September  30, 1996,  the  Partnership  had  outstanding  commitments  to
purchase lease equipment totaling approximately $30,689,000.





















                                    Page 12
<PAGE>

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

Capital Resources and Liquidity

During the first three quarters of 1996, the  Partnership's  primary  activities
were raising funds through its offering of Limited Partnership Units (Units) and
engaging in equipment  leasing  activities.  Through  September  30,  1996,  the
Partnership  had  received  and  accepted  subscriptions  for  10,993,955  Units
($109,939,550) all of which were issued and outstanding.

The  Partnership's  primary sources of liquidity during the first nine months of
1996 were subscription proceeds from the public offering of Units, proceeds from
non-recourse debt and borrowings under the line of credit.  The liquidity of the
Partnership  will vary in the future,  increasing  to the extent cash flows from
leases  exceed  expenses,  and  decreasing  as lease  assets  are  acquired,  as
distributions are made to the limited partners and to the extent expenses exceed
cash flows from leases.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial  lease  terms  expire,  the  Partnership  will  re-lease or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $70,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on July 18, 1997.

The facility, when used by the Partnership,  is collateralized by (i) leases and
equipment  owned by the Partnership and financed by the lines and (ii) all other
assets owned by the Partnership  except  equipment,  lease receipts and residual
values specifically pledged to other equipment funding sources.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

As of September  30, 1995,  the  Partnership  had  borrowed  $63,126,117  with a
remaining  unpaid  balance of  $59,823,418.  The General  Partner  expects  that
aggregate  borrowings  in the future will not exceed 50% of aggregate  equipment
cost. In any event, the Agreement of Limited  Partnership limits such borrowings
to 50% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$30,689,000 as of September 30, 1996.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.

                                    Page 13
<PAGE>

1996 vs. 1995:

During the first three quarters of 1996, the  Partnership's  primary  sources of
liquidity were the proceeds of its offering of Units,  proceeds of  non-recourse
debt and funds borrowed on the line of credit.

Cash from operating activities was almost entirely from operating lease rents.

Proceeds from the sales of assets and direct financing lease rents were the only
investing sources of cash and were not significant. The primary investing use of
cash was the purchase of assets on  operating  and direct  financing  leases and
initial direct costs related to those purchases.

Cash from financing  sources  consisted of cash received for  subscriptions  for
Units,  proceeds of non-recourse  debt and borrowings  under the line of credit.
The  borrowings  under  the  line  of  credit  were  used to  fund  lease  asset
acquisitions  and  payments  on the line were made  from  capital  contributions
received and proceeds of non-recourse debt.


Results of operations

Operations  resulted  in a net  loss of  $1,334,646  for the nine  months  ended
September  30, 1996 compared to $251,360 in 1995.  Operations  resulted in a net
loss of  $573,456  in 1996  compared  to  $43,929  in 1995 for the  three  month
periods. The Partnership's  primary source of revenues is from operating leases.
This is  expected  to remain  true in future  periods  although  the amounts are
expected  to  increase  as  a  result  of  additional  equipment   acquisitions.
Depreciation  expense is the single largest  expense of the  Partnership  and is
expected to remain so in future periods  although at a higher amount.  Equipment
management fees are based on the Partnership's  rental revenues and are expected
to increase in relation to expected increases in the Partnership's revenues from
leases.  Incentive  management fees are based on the levels of  distributions to
limited partners. As the effective distribution rate increases and as the number
of units outstanding  increases (as a result of the continuing  offering of such
units), the incentive management fee is expected to increase.

Results of operations in 1996 are not  comparable to 1995.  During both periods,
the  Partnership was raising equity through its public offering and was entering
into  significant  lease  transactions  and  significant  purchases  of  related
equipment.  At September 30, 1996 both of these activities were continuing.  The
results of  operations  in future  periods are not expected to be  comparable to
either 1996 or 1995.

                                    Page 14
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                     (a) Documents filed as a part of this report

                       1. Financial Statements

                          Included in Part I of this report:

                          Balance  Sheets,  September  30, 1996 and December 31,
                             1995.

                          Statement of changes in partners' capital for the nine
                             month period ended September 30, 1996.

                          Statements of operations  for the nine and three month
                          periods ended September 30, 1996 and 1995.

                          Statements  of cash flows for the nine and three month
                          periods ended September 30, 1996 and 1995.

                          Notes to the Financial Statements

                       2. Financial Statement Schedules

                          All other schedules for which provision is made in the
                          applicable  accounting  regulations  of the Securities
                          and Exchange  Commission  are not  required  under the
                          related   instructions   or  are   inapplicable,   and
                          therefore have been omitted.

                     (b)  Report on Form 8-K

                          None


                                    Page 15

<PAGE>

                                   SIGNATURES


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

Date:
November 11, 1996

                      ATEL CASH DISTRIBUTION FUND VI, L.P.
                                  (Registrant)



                                   By: ATEL Financial Corporation
                                       General Partner of Registrant




                                       By:   /s/   A. J. BATT
                                          --------------------------------------
                                          A. J. Batt
                                          President and Chief Executive Officer
                                          of General Partner




                                       By:   /s/  DEAN L. CASH
                                          --------------------------------------
                                          Dean L. Cash
                                          Executive Vice President of General 
                                          Partner





                                       By:  /s/  F. RANDALL BIGONY
                                          --------------------------------------
                                          F. Randall Bigony
                                          Principal financial officer of 
                                          registrant





                                       By:  /s/  DONALD E. CARPENTER
                                          --------------------------------------
                                          Donald E. Carpenter
                                          Principal accounting officer of 
                                          registrant

                                    Page 16