Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   |X| Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the quarterly period ended June 30, 2004

                   |_| 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 000-28368

                      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.)

     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

        Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Limited Partnership
Units

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 |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year: $7,642,647

The number of Limited  Partnership  Units  outstanding  as of June 30,  2004 was
12,490,076.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.


  Index


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Balance Sheet, June 30, 2004.

Income  Statements  for the six and three month  periods ended June 30, 2004 and
2003.

Statements of Changes in Partners'  Capital for the year ended December 31, 2003
and for the six month period ended June 30, 2004.

Statements of Cash Flows for the six and three month periods ended June 30, 2004
and 2003.

Notes to the Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits






                                       2
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).


                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                  BALANCE SHEET

                                  JUNE 30, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                       $ 3,547,546
Accounts receivable, net of allowance for doubtful
   accounts of $300,000                                             535,794
Investments in leases                                            19,025,848
                                                            ----------------
Total assets                                                    $23,109,188
                                                            ================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                 $ 327,812
Accounts payable:
   General Partner
   Other                                                            334,057
Accrued interest payable                                              3,155
Unearned operating lease income                                      96,131
                                                            ----------------
Total liabilities                                                   761,155
Partners' capital:
     General Partner                                                      -
     Limited Partners                                            22,348,033
                                                            ----------------
Total partners' capital                                          22,348,033
                                                            ----------------
Total liabilities and partners' capital                         $23,109,188
                                                            ================


                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six Months                         Three Months
                                                                       Ended June 30,                      Ended June 30,
Revenues:                                                          2004              2003              2004              2003
                                                                   ----              ----              ----              ----
Leasing activities:
<S>                                                                <C>              <C>                 <C>               <C>
   Operating leases                                               $ 2,373,360       $ 3,946,146        $ 1,139,644      $ 1,509,248
   Direct financing leases                                            626,687           415,085            305,607          202,422
   (Loss) gain on sales of assets                                    (284,704)          556,699           (392,480)         628,682
Interest                                                                6,197             2,090              4,048            1,024
Other                                                                 100,160            22,751             (3,097)           8,921
                                                             ----------------- ----------------- ------------------ ----------------
                                                                    2,821,700         4,942,771          1,053,722        2,350,297
Expenses:
Depreciation of operating leases                                    1,488,399         1,907,182            828,678          922,136
Impairment losses                                                   1,238,137                 -                  -                -
Cost reimbursements to General Partner                                282,169           386,670            127,886          214,923
Railcar maintenance                                                   204,974           190,755            136,370          128,164
Other management fees                                                 100,592            61,350             42,639           44,270
Equipment and incentive management
  fees to General partner                                              80,733           262,330             34,442           77,766
Professional fees                                                      56,844            58,692             31,502           33,532
Interest expense                                                       35,125           226,708              7,860           43,580
Franchise fees and state taxes                                         22,390           258,961             22,390          258,961
Outside services                                                       15,345            47,041              7,170            3,662
Amortization of initial direct costs                                   14,993            19,933              7,497            8,441
Provision for (recovery of) doubtful accounts                           2,076          (417,099)            16,076          (50,000)
Other                                                                  84,298           108,504             46,180           40,993
                                                             ----------------- ----------------- ------------------ ----------------
                                                                    3,626,075         3,111,027          1,308,690        1,726,428
                                                             ----------------- ----------------- ------------------ ----------------
Net (loss) income                                                  $ (804,375)      $ 1,831,744         $ (254,968)       $ 623,869
                                                             ================= ================= ================== ================

Net (loss) income:
   General Partner                                                    $ 5,855          $ 46,866                $ -              $ -
   Limited Partners                                                  (810,230)        1,784,878           (254,968)         623,869
                                                             ----------------- ----------------- ------------------ ----------------
                                                                   $ (804,375)      $ 1,831,744         $ (254,968)       $ 623,869
                                                             ================= ================= ================== ================

Net (loss) income per Limited Partnership Unit                        $ (0.06)           $ 0.14            $ (0.02)          $ 0.05

Weighted average number of Units outstanding                       12,490,076        12,490,076         12,490,076       12,490,076
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                          AND FOR THE SIX MONTH PERIOD
                               ENDED JUNE 30, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Limited Partners        General
                                        Units             Amount            Partner            Total
<S>                                      <C>             <C>                         <C>      <C>
Balance December 31, 2002                12,490,076      $ 23,607,548                $ -      $23,607,548

Distributions to Limited Partners                 -        (1,363,253)                 -       (1,363,253)
Distributions to General Partner                  -                 -            (46,866)         (46,866)
Net income                                        -         1,538,968             46,866        1,585,834
                                   ----------------- ----------------- ------------------ ----------------
Balance December 31, 2003                12,490,076        23,783,263                  -       23,783,263

Distributions to Limited Partners                 -          (625,000)                 -         (625,000)
Distributions to General Partner                                    -             (5,855)          (5,855)
Net (loss) income                                 -          (810,230)             5,855         (804,375)
                                   ----------------- ----------------- ------------------ ----------------
Balance June 30, 2004                    12,490,076      $ 22,348,033                $ -      $22,348,033
                                   ================= ================= ================== ================
</TABLE>








                             See accompanying notes.



                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Six Months                         Three Months
                                                                       Ended June 30,                      Ended June 30,
                                                                   2004              2003              2004              2003
                                                                   ----              ----              ----              ----
Operating activities:
<S>                                                                <C>              <C>                 <C>               <C>
Net (loss) income:                                                 $ (804,375)      $ 1,831,744         $ (254,968)       $ 623,869
Adjustment to reconcile net (loss) income to
   cash provided by operating activities:
   Depreciation of operating leases                                 1,488,399         1,907,182            828,678          922,136
   Impairment losses                                                1,238,137                 -                  -                -
   Amortization of initial direct costs                                14,993            19,933              7,497            8,441
   Loss (gain) on sales of assets                                     284,704          (556,699)           392,480         (628,682)
   Provision for (recovery of) doubtful accounts                        2,076          (417,099)            16,076          (50,000)
   Changes in operating assets and liabilities:
      Accounts receivable                                             166,600          (622,169)           (17,751)          93,877
      Accounts payable, General Partner                               (67,438)           54,576            (89,488)         (80,031)
      Accounts payable, other                                        (289,476)         (173,951)            90,003         (451,560)
      Accrued interest payable                                           (901)          130,419               (355)            (173)
      Unearned lease income                                           (13,106)          143,646            (14,990)             977
                                                             ----------------- ----------------- ------------------ ----------------
Net cash provided by operating activities                           2,019,613         2,317,582            957,182          438,854
                                                             ----------------- ----------------- ------------------ ----------------

Investing activities:
Proceeds from sales of assets                                         803,329         1,086,800            321,190          984,676
Reduction of net investment in direct financing leases                185,761           157,731           (136,818)        (153,264)
                                                             ----------------- ----------------- ------------------ ----------------
Net cash provided by investing activities                             989,090         1,244,531            184,372          831,412
                                                             ----------------- ----------------- ------------------ ----------------
</TABLE>



                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)
                                   (Continued)


<TABLE>
<CAPTION>
                                                                         Six Months                         Three Months
                                                                       Ended June 30,                      Ended June 30,
                                                                   2004              2003              2004              2003
                                                                   ----              ----              ----              ----
Financing activities:
<S>                                                                <C>              <C>                 <C>               <C>
Distributions to Limited Partners                                    (625,000)       (1,363,253)                 -              399
Distributions to General Partner                                       (5,855)          (46,866)                 -                -
Repayments of non-recourse debt                                      (495,265)         (107,682)          (202,578)         (49,516)
Repayments of borrowings under line of credit                               -        (1,100,000)                 -         (600,000)
                                                             ----------------- ----------------- ------------------ ----------------
Net cash used in financing activities                              (1,126,120)       (2,617,801)          (202,578)        (649,117)
                                                             ----------------- ----------------- ------------------ ----------------

Net increase in cash and cash equivalents                           1,882,583           944,312            938,976          621,149
Cash and cash equivalents at beginning
  of period                                                         1,664,963           861,707          2,608,570        1,184,870
                                                             ----------------- ----------------- ------------------ ----------------
Cash and cash equivalents at end of period                        $ 3,547,546       $ 1,806,019        $ 3,547,546      $ 1,806,019
                                                             ================= ================= ================== ================

Supplemental disclosures of cash
  flow information
Cash paid during the period for interest                             $ 36,026          $ 96,289            $ 8,215         $ 43,753
                                                             ================= ================= ================== ================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service
  per lease and debt agreement:
Accrued interest payable                                                  $ -        $ (523,034)               $ -              $ -
Non-recourse debt                                                           -        (4,276,966)                 -                -
                                                             ----------------- ----------------- ------------------ ----------------
Accounts receivable                                                       $ -       $(4,800,000)               $ -              $ -
                                                             ================= ================= ================== ================
</TABLE>







                             See accompanying notes.


                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


1. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States (GAAP) for
interim  financial  information and with instructions to Form 10-QSB and Article
10 of Regulation S-X. The unaudited  interim  financial  statements  reflect all
adjustments  which are, in the opinion of the General  Partner,  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.  The
preparation of financial  statements in accordance with GAAP requires management
to make estimates and assumptions  that effect reported amounts in the financial
statements and accompanying notes.  Therefore,  actual results could differ from
those  estimates.  Operating  results for the six months ended June 30, 2004 are
not necessarily indicative of the results for the year ending December 31, 2004.

These unaudited interim financial  statements should be read in conjunction with
the financial  statements and notes thereto contained in the report on Form 10-K
for the year ended  December 31, 2003,  filed with the  Securities  and Exchange
Commission.


2. Organization and partnership matters:

ATEL Cash  Distribution  Fund VI, L.P. (the  Partnership),  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.  The Partnership
may continue until December 31, 2015.

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 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.

ATEL Financial  Services,  LLC (AFS), an affiliated entity,  acts as the General
Partner of the Partnership.

Certain  prior year balances  have been  reclassified  to conform to the current
period presentation.

The Partnership is in its liquidation  phase and is making  distributions  on an
annual basis.




                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                               Depreciation /
                                                                               Amortization
                                                                                  Expense or
                                              Balance                          Amortization of       Reclassi-          Balance
                                            December 31,        Impairment     Direct Financing    fications and       June 30,
                                                2003              Losses            Leases         Dispositions          2004
                                                ----              ------            ------       - -------------         ----
<S>                                            <C>                <C>               <C>                <C>              <C>
Net investment in operating leases             $ 17,825,610               $ -       $(1,488,399)       $(1,389,269)     $14,947,942
Net investment in direct financing
   leases                                         3,747,575                 -          (185,761)           312,498        3,874,312
Assets held for sale or lease, net of
   accumulated depreciation of
   $4,950,019 in 2004 and
   $4,893,039 in 2003                             1,373,856        (1,238,137)                -             22,897          158,616
Residual interests                                   34,159                 -                 -            (34,159)               -
Initial direct costs, net of
   accumulated amortization of
   $396,040 in 2004 and $407,188 in
   2003                                              59,971                 -           (14,993)                 -           44,978
                                          ------------------ ----------------- ----------------- ------------------ ----------------
                                               $ 23,041,171       $(1,238,137)      $(1,689,153)       $(1,088,033)     $19,025,848
                                          ================== ================= ================= ================== ================
</TABLE>

Management  periodically reviews the carrying values of its assets on leases and
assets held for lease or sale. As a result of that review, management determined
that the value of a fleet of certain  refuse  and other  vehicles  and  computer
equipment  had  declined  in value to the extent  that the  carrying  values had
become  impaired.  This decline is the result of decreased  long-term demand for
these  types of assets and a  corresponding  reduction  in the amounts of rental
payments that these assets currently  command.  Management  recorded a provision
for the  decline in value of those  assets in the amount of  $1,238,137  for the
three months ended March 31, 2004.

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired assets.  Depreciation expense and impairment losses on property subject
to operating  leases and assets held for lease or sale consist of the  following
for the three and six month periods ended June 30:

<TABLE>
<CAPTION>
                                          Six Months                         Three Months
                                        Ended June 30,                       Ended June 30,
                                        --------------                       --------------
                                             2004              2003              2004              2003
                                             ----              ----              ----              ----
<S>                                         <C>               <C>                  <C>              <C>
Depreciation of operating lease assets      $ 1,488,399       $ 1,907,182          $ 828,678        $ 922,136
Impairment losses                             1,238,137                 -                  -                -
                                       ----------------- ----------------- ------------------ ----------------
                                            $ 2,726,536       $ 1,907,182          $ 828,678        $ 922,136
                                       ================= ================= ================== ================
</TABLE>



                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


3. Investment in leases (continued):

Net investment in operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                             Reclassi-          Balance
                                December 31,      Depreciation      fications and       June 30,
                                    2003            Expense         Dispositions          2004
                                    ----            -------       - -------------         ----
<S>                               <C>                <C>                <C>              <C>
Transportation                    $ 39,768,030               $ -        $(3,642,301)     $36,125,729
Construction                        11,328,744                 -        (11,240,097)          88,647
Materials handling                   6,127,982                 -           (521,991)       5,605,991
Office automation                      828,914                 -            (24,658)         804,256
Other                                  366,203                 -                  -          366,203
                              ----------------- ----------------- ------------------ ----------------
                                    58,419,873                 -        (15,429,047)      42,990,826
Less accumulated depreciation      (40,594,263)       (1,488,399)        14,039,778      (28,042,884)
                              ----------------- ----------------- ------------------ ----------------
                                  $ 17,825,610       $(1,488,399)       $(1,389,269)     $14,947,942
                              ================= ================= ================== ================
</TABLE>

Net investment in direct financing leases:

As of June 30, 2004,  net  investment  in direct  financing  leases  consists of
railroad  locomotives  and ground  support  equipment.  The following  lists the
components of the Company's net investment in direct financing leases as of June
30, 2004:

Total minimum lease payments receivable                         $ 4,267,756
Estimated residual values of leased equipment (unguaranteed)        151,631
                                                               -------------
Investment in direct financing leases                             4,419,387
Less unearned income                                               (545,075)
                                                               -------------
Net investment in direct financing leases                       $ 3,874,312
                                                               =============

At June 30, 2004, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                           Direct
                                       Operating          Financing
                                         Leases            Leases             Total
<S>                                      <C>                <C>              <C>
Six months ending December 31, 2004        $ 752,927        $ 3,683,475      $ 4,436,402
      Year ending December 31, 2005          766,408            386,761        1,153,169
                               2006          448,320             98,760          547,080
                               2007           26,970             98,760          125,730
                                    ----------------- ------------------ ----------------
                                         $ 1,994,625        $ 4,267,756      $ 6,262,381
                                    ================= ================== ================
</TABLE>

All of the property on leases was acquired in 1995, 1996 and 1997.



                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (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
8.37% to 8.64%.

Future minimum principal payments of non-recourse debt are as follows:

<TABLE>
<CAPTION>
                                       Principal          Interest            Total
<S>                                        <C>                 <C>             <C>
Six months ending December 31, 2004         $ 66,603           $ 12,298         $ 78,901
      Year ending December 31, 2005           79,916             18,844           98,760
                               2006           86,868             11,892           98,760
                               2007           94,425              4,336           98,761
                                    ----------------- ------------------ ----------------
                                           $ 327,812           $ 47,370        $ 375,182
                                    ================= ================== ================
</TABLE>


5.  Related party transactions:

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

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by AFS in  providing  services to the  Partnership.  Services  provided  include
Partnership  accounting,   investor  relations,  legal  counsel  and  lease  and
equipment documentation. AFS 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 AFS are allocated to
the  Partnership  based upon an estimate of 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 AFS  incurred  time in  performing  services on
behalf of all of the  Partnerships  serviced by AFS. AFS 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 services in the same geographic location and
are reimbursable in accordance with the Limited Partnership Agreement.

AFS is entitled  to receive  incentive  management  fees  (computed  as 3.25% of
distributions  of cash from  operations,  as defined in the Limited  Partnership
Agreement)  and equipment  management  fees  (computed as 3.5% 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).




                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


5. Related party transactions (continued):

During the three and six month periods ended June 30, 2004 and 2003,  AFS and/or
affiliates earned fees, commissions and reimbursements,  pursuant to the Limited
Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                           Six Months                         Three Months
                                                         Ended June 30,                      Ended June 30,
                                                         --------------                      --------------
                                                     2004              2003              2004              2003
                                                     ----              ----              ----              ----

<S>                                                   <C>               <C>                <C>              <C>
Cost reimbursements to AFS                            $ 282,169         $ 386,670          $ 127,886        $ 214,923
Incentive and equipment management fees to AFS           80,733           262,330             34,442           77,766
                                               ----------------- ----------------- ------------------ ----------------
                                                      $ 362,902         $ 649,000          $ 162,328        $ 292,689
                                               ================= ================= ================== ================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$61,945,455 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  During the quarter  ended March 31, 2004,  the facility was extended
for an additional year. At the same time, the total available under the facility
was increased. The line of credit expires on June 28, 2005. As of June 30, 2004,
borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                   $            -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility             18,000,000
                                                             ----------------
Total borrowings under the acquisition facility                   18,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                      -
                                                             ----------------
Total outstanding balance                                     $   18,000,000
                                                             ================

Total available under the line of credit                      $   61,945,455
Total outstanding balance                                        (18,000,000)
                                                             ----------------
Remaining availability                                        $   43,945,455
                                                             ================

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the Partnership and AFS.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2004.



                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


7.  Partners' Capital:

As of June 30, 2004, 12,490,076 Units ($124,907,600) were issued and outstanding
(including the 50 Units issued to the Initial Limited Partners).

The Partnership's Net Income, Net Losses, and Distributions,  as defined, are to
be allocated 99% to the Limited Partners and 1% to the General Partner.

Distributions to the Limited Partners were as follows:

<TABLE>
<CAPTION>
                                                       Six Months                         Three Months
                                                     Ended June 30,                      Ended June 30,
                                                     --------------                      --------------
                                                 2004              2003              2004              2003
                                                 ----              ----              ----              ----
<S>                                               <C>             <C>                       <C>           <C>
Distributions                                     $ 625,000       $ 1,363,253               $ -           $ (399)
Weighted average number of Units outstanding     12,490,076        12,490,076        12,490,076       12,490,076
Weighted average distributions per Unit              $ 0.05            $ 0.11               $ -          $ (0.00)
</TABLE>



                                       13
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which  are  not  historical  facts,  may  be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-Q.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

During the first half of 2004 and 2003, the  Partnership's  primary activity was
engaging in equipment  leasing  activities.  During this same period in 2004 and
2003,  the  Partnership's  primary  source of liquidity was rents from operating
leases.

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  AFS and  certain  of its  affiliates  in a
$61,945,455 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  During the quarter  ended March 31, 2004,  the facility was extended
for an additional year. At the same time, the total available under the facility
was increased. The line of credit expires on June 28, 2005. As of June 30, 2004,
borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                   $            -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility             18,000,000
                                                             ----------------
Total borrowings under the acquisition facility                   18,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                      -
                                                             ----------------
Total outstanding balance                                     $   18,000,000
                                                             ================

Total available under the line of credit                      $   61,945,455
Total outstanding balance                                        (18,000,000)
                                                             ----------------
Remaining availability                                        $   43,945,455
                                                             ================

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

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.

Through June 30, 2004, the Partnership had cumulatively borrowed $101,227,460 on
a  non-recourse  basis.  As of that date,  $327,812  remained  outstanding.  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.

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.



                                       14
<PAGE>

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.

Cash Flows

During the six and three  month  periods  ending  June 30 of 2004 and 2003,  the
Partnership's  primary source of cash from  operating  activities was rents from
operating  leases.  Cash from  operating  activities  was almost  entirely  from
operating lease rents in both periods in both years.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only  investing  sources of cash during the three and six month periods
ended June 30, 2004 and 2003. Proceeds from sales of lease assets decreased from
$984,676 for the three  months ended June 30, 2003 to $321,190  during the three
months ended June 30, 2004,  and from  $1,086,800 for the six months ending June
30, 2003 to $803,329 for the  comparable  period ending June 30, 2004.  Proceeds
from sales of lease assets are not expected to be consistent  from one period to
another.  Asset sales are made as leases expire,  as purchasers can be found and
as the sales can be  negotiated  and  completed.  Assets sold in 2004  consisted
primarily of construction and materials  handling equipment and various types of
vehicles.  Cash flows from direct finance leases increased from $157,731 for the
six month period ended June 30, 2003 to $185,761  for the  comparable  period in
2004. This was due to the  reclassification of certain operating lease assets to
a direct finance lease.

During the three and six month periods ended June 30, 2004 and 2003,  the single
largest financing use of cash was distributions to limited partners.  The amount
of such  distributions  decreased  during  the six months  ended  June 30,  2004
because  of a  change  in the per  Unit  distribution  rate.  Distributions  are
determined  annually by AFS based on amounts of cash available after taking into
consideration  the amounts that will be required for  operations.  In 2003 there
was an additional non-recourse borrowing of $706,055. The increased debt has led
to the noted increase in repayments during the six and three month periods ended
June 30, 2004 compared to the comparable periods in 2003.

Under the terms of a wrap lease and the related  non-recourse debt agreement the
annual lease  payments are offset against the annual debt service  payment.  The
agreement  is  structured  so that the amounts of the two  payments are equal to
each other in each year of the agreement. A right of offset was established as a
part of the agreement.  The debt  associated with the wrap lease was paid off in
2003.

The line of credit was paid off in 2003.  There were no borrowings or repayments
in 2004.

Results of operations

Operations resulted in a net loss of $254,968 during the three months ended June
30, 2004  compared to net income of $623,869  during the three months ended June
30, 2003 . Net loss for the six months ended June 30, 2004 was $804,375 compared
with  net  income  of  $1,831,744  for  the  comparable   period  in  2003.  The
Partnership's  primary  source of  revenues  was from  operating  leases in both
years.  Depreciation  of  operating  lease  assets  decreased  for the six month
periods from  $1,907,182  in 2003 to  $1,488,399 in 2004 and for the three month
periods from $922,136 in 2003 to $828,678 in 2004.  Operating lease revenues and
depreciation  have  declined  as a result of lease  maturities  and sales of the
underlying lease assets over the last year.

During the first half of 2003,  a portion of the accounts  receivable  which had
been reserved as of December 31, 2002, were collected. As a result, a portion of
the amounts  previously  recorded as an  allowance  for  doubtful  accounts  was
recorded  as a recovery  of  provisions  for  doubtful  accounts.  There were no
similar significant recoveries in the first half of 2004.

Sales of assets  during the six month period  ended June 30, 2004  resulted in a
loss of $284,704  compared to a gain of $556,699 during the comparable period in
2003. Sales of assets during the three month period ended June 30, 2004 resulted
in a loss of $392,480 compared to a gain of $628,682 in the comparable period of
2003.  The amounts of such gains and losses are not  expected  to be  consistent
from one period to another.

Interest  expense has decreased  from $226,708  during the six months ended June
30, 2003 to $35,125 during the six months ended June 30, 2004.  Interest expense
has decreased from $43,580 during the three months ended June 30, 2003 to $7,860
during  the three  months  ended  June 30,  2004.  These  decreases  were due to
scheduled payments on the Partnership's  non-recourse debt and due to reductions
of the amounts borrowed under the line of credit.



                                       15
<PAGE>

Management  fees paid to AFS have  decreased from $262,330 in 2003 to $80,733 in
2004 (six  months) and from  $77,766 in 2003 to $34,442 in 2004 (three  months).
Equipment  management fees are based on the gross rentals of the Partnership and
decreased  from  $200,777  for the six months ended June 30, 2003 to $80,733 for
the six months ended June 30, 2004.  For the three month  periods ended June 30,
2003 and 2004, respectively, equipment management fees decreased from $46,989 to
$34,442.   Incentive   management   fees  are  based  on  the  amounts  of  cash
distributions to the Limited Partners from current year operations. In 2004, the
only distribution to the Limited Partners was made in January 2004 based on 2003
operations.  As a result,  incentive management fees decreased from $61,553 (six
months) and $30,777 (three months) in 2003 to zero in 2004.

Management  periodically reviews the carrying values of its assets on leases and
assets held for lease or sale. As a result of the review during the three months
ended March 31, 2004, management determined that the value of certain refuse and
other  vehicles and computer  equipment had declined in value to the extent that
the carrying values had become impaired. This decline is the result of decreased
long-term demand for these types of assets and a corresponding  reduction in the
amounts of rental  payments  that these  assets  currently  command.  Management
recorded a provision  for the decline in value of those  assets in the amount of
$1,238,137 for the three months ended March 31, 2004.


Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate line of  credit  is  repaid.  As of June 30,  2004,  there was no
balance outstanding on the floating rate line of credit.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership may enter into interest rate swaps. As of June 30, 2004, no swaps or
other  derivative  financial  instruments  were  held  by the  Partnership.  The
Partnership  does  not  hold  or  issue  derivative  financial  instruments  for
speculative purposes.

Item 4.  Controls and procedures.

Evaluation of disclosure controls and procedures

Under  the  supervision  and  with the  participation  of our  management  (ATEL
Financial  Services,  LLC as General  Partner of the  registrant,  including the
chief  executive  officer and chief  financial  officer),  an  evaluation of the
effectiveness  of the  design  and  operation  of the  Partnership's  disclosure
controls and procedures [as defined in Rules  240.13a-14(c) under the Securities
Exchange Act of 1934] was  performed  as of the date of this report.  Based upon
this  evaluation,  the chief executive  officer and the chief financial  officer
concluded that, as of the evaluation date, except as noted below, our disclosure
controls  and   procedures   were  effective  for  the  purposes  of  recording,
processing,  summarizing,  and  timely  reporting  information  required  to  be
disclosed by us in the reports that we file under the Securities Exchange Act of
1934;  and  that  such  information  is  accumulated  and  communicated  to  our
management in order to allow timely decisions regarding required disclosure.

As disclosed in the Form 10-K for the year ended December 31, 2003, the chief
executive and chief financial officer of the General Partner of the Partnership
had identified certain enhanced controls needed to facilitate a more effective
closing of the Partnership's financial statements. During the first quarter of
2004 and since the end of the quarter, the General Partner hired a new
controller, added additional accounting staff personnel, and has instituted or
revised existing procedures in order to ensure that the Partnership's ability to
execute internal controls in accounting and reconciliation in the closing
process is adequate in all respects. The General Partner will continue to review
its accounting procedures and practices to determine their effectiveness and
adequacy and will take such steps as deemed necessary in the opinion of the
General Partner's chief executive and chief financial officers to ensure the
adequacy of the Partnership's accounting controls and procedures.

The General  Partner's chief executive  officer and chief financial officer have
determined that no weakness in financial and accounting  controls and procedures
had any material effect on the accuracy and  completeness  of the  Partnership's
financial reporting and disclosure included in this report.



                                       16
<PAGE>

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation date nor were there any significant deficiencies or
material  weaknesses in our internal controls,  except as described in the prior
paragraphs.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  financial  position or results of operations.  No material
legal  proceedings are currently  pending against the Partnership or against any
of its assets.

Item 2. Changes in 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) Documents filed as a part of this report

   1.      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.

   2.      Other Exhibits

               31.1 Certification of Paritosh K. Choksi

               31.2 Certification of Dean L. Cash

               32.1 Certification  Pursuant to 18 U.S.C. section 1350 of Dean L.
               Cash

               32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh
               K. Choksi


 (b) Report on Form 8-K

              None



                                       17
<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:
August 11, 2004

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



  By:  ATEL Financial Corporation
       General Partner of Registrant




  By: /s/ Dean L. Cash
      --------------------------------------------------------
      Dean L. Cash
      President and Chief Executive Officer
      of General Partner




  By: /s/ Paritosh K. Choksi
      --------------------------------------------------------
      Paritosh K. Choksi
      Principal Financial Officer
      of Registrant




  By: /s/ Donald E.  Carpenter
      --------------------------------------------------------
      Donald E. Carpenter
      Principal Accounting
      Officer of Registrant



                                       18
<PAGE>