Form 10-QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

          |_|    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 September 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, September 30, 2004.

Income  Statements for the nine and three month periods ended September 30, 2004
and 2003.

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

Statements of Cash Flows for the nine and three month  periods  ended  September
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. Unregistered Sales of Equity 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

                               SEPTEMBER 30, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                           $ 4,976,058
Accounts receivable, net of allowance for doubtful accounts
   of $328,000                                                          510,986
Investments in leases                                                15,050,122
                                                                ----------------
Total assets                                                        $20,537,166
                                                                ================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                     $ 300,270
Accounts payable:
   General Partner                                                       79,712
   Other                                                                277,553
Accrued interest payable                                                  3,200
Unearned operating lease income                                         108,584
                                                                ----------------
Total liabilities                                                       769,319
Partners' capital:
     General Partner                                                          -
     Limited Partners                                                19,767,847
                                                                ----------------
Total partners' capital                                              19,767,847
                                                                ----------------
Total liabilities and partners' capital                             $20,537,166
                                                                ================


                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months                         Three Months
                                                            Ended September 30,                 Ended September 30,
Revenues:                                                  2004              2003              2004              2003
Leasing activities:
<S>                                                       <C>               <C>                  <C>            <C>
   Operating leases                                       $ 3,324,957       $ 5,129,917          $ 951,597      $ 1,183,771
   Direct financing leases                                    921,307           615,619            294,620          200,534
   (Loss) gain on sales of assets                            (466,048)          179,398           (181,344)        (377,301)
Interest                                                       11,944             3,767              5,747            1,677
Other                                                         226,969            34,983            126,809           12,232
                                                     ----------------- ----------------- ------------------ ----------------
                                                            4,019,129         5,963,684          1,197,429        1,020,913
Expenses:
Depreciation of operating leases                            1,858,088         2,768,796            369,689          861,614
Impairment losses                                           1,238,137                 -                  -                -
Cost reimbursements to General Partner                        447,888           510,921            165,719          124,251
Railcar maintenance                                           296,308           339,499             91,334          148,744
Equipment and incentive management
  fees to General partner                                     212,798           291,961            132,065           29,631
Other management fees                                         135,452           114,454             34,860           53,104
Professional fees                                              63,527            76,156              6,683           17,464
Interest expense                                               41,609           252,353              6,484           25,645
Outside services                                               40,876            66,712             25,531           19,671
Provision for (recovery of) doubtful accounts                  30,076          (357,099)            28,000           60,000
Amortization of initial direct costs                           22,489            27,689              7,496            7,756
Franchise fees and state taxes                                 22,390           258,961                  -                -
Other                                                         155,645           189,242             71,347           80,738
                                                     ----------------- ----------------- ------------------ ----------------
                                                            4,565,283         4,539,645            939,208        1,428,618
                                                     ----------------- ----------------- ------------------ ----------------
Net (loss) income                                          $ (546,154)      $ 1,424,039          $ 258,221       $ (407,705)
                                                     ================= ================= ================== ================

Net (loss) income:
   General Partner                                           $ 33,993          $ 46,866           $ 28,138              $ -
   Limited Partners                                          (580,147)        1,377,173            230,083         (407,705)
                                                     ----------------- ----------------- ------------------ ----------------
                                                           $ (546,154)      $ 1,424,039          $ 258,221       $ (407,705)
                                                     ================= ================= ================== ================

Net (loss) income per Limited Partnership Unit                $ (0.05)           $ 0.11             $ 0.02          $ (0.03)

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 NINE MONTH PERIOD
                            ENDED SEPTEMBER 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                  -        (3,435,269)                 -       (3,435,269)
Distributions to General Partner                                     -            (33,993)         (33,993)
Net (loss) income                                  -          (580,147)            33,993         (546,154)
                                    ----------------- ----------------- ------------------ ----------------
Balance September 30, 2004                12,490,076      $ 19,767,847                $ -      $19,767,847
                                    ================= ================= ================== ================
</TABLE>








                             See accompanying notes.



                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months                        Three Months
                                                                 Ended September 30,                Ended September 30,
                                                               2004              2003              2004              2003
Operating activities:
<S>                                                            <C>              <C>                  <C>             <C>
Net (loss) income:                                             $ (546,154)      $ 1,424,039          $ 258,221       $ (407,705)
Adjustment to reconcile net (loss) income to
   cash provided by operating activities:
   Depreciation of operating leases                             1,858,088         2,768,796            369,689          861,614
   Impairment losses                                            1,238,137                 -                  -                -
   Amortization of initial direct costs                            22,489            27,689              7,496            7,756
   Loss (gain) on sales of assets                                 466,048          (179,398)           181,344          377,301
   Provision for (recovery of) doubtful accounts                   30,076          (357,099)            28,000           60,001
   Changes in operating assets and liabilities:
      Accounts receivable                                         163,408          (587,915)            (3,192)          34,254
      Accounts payable, General Partner                            12,274            (9,635)            79,712          (64,211)
      Accounts payable, other                                    (345,980)         (202,224)           (56,504)         (28,269)
      Accrued interest payable                                       (856)          132,447                 45            2,028
      Unearned lease income                                          (653)            2,135             12,453         (141,511)
                                                         ----------------- ----------------- ------------------ ----------------
Net cash provided by operating activities                       2,896,877         3,018,835            877,264          701,258
                                                         ----------------- ----------------- ------------------ ----------------

Investing activities:
Proceeds from sales of assets                                   1,007,076         1,924,184            203,747          837,384
Reduction of net investment in direct financing leases          3,399,211           485,737          3,213,450          328,006
                                                         ----------------- ----------------- ------------------ ----------------
Net cash provided by investing activities                       4,406,287         2,409,921          3,417,197        1,165,390
                                                         ----------------- ----------------- ------------------ ----------------
</TABLE>



                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)
                                   (Continued)


<TABLE>
<CAPTION>
                                                                      Nine Months                        Three Months
                                                                  Ended September 30,                Ended September 30,
                                                                2004              2003              2004              2003
<S>                                                             <C>              <C>                  <C>             <C>
Financing activities:
Distributions to Limited Partners                               (3,435,269)       (1,363,253)        (2,810,269)               -
Distributions to General Partner                                   (33,993)          (46,866)           (28,138)               -
Repayments of non-recourse debt                                   (522,807)         (133,020)           (27,542)         (25,338)
Borrowings of non-recourse debt                                          -           706,055                  -          706,055
Repayments of borrowings under line of credit                            -        (5,100,000)                 -       (4,000,000)
                                                          ----------------- ----------------- ------------------ ----------------
Net cash used in financing activities                           (3,992,069)       (5,937,084)        (2,865,949)      (3,319,283)
                                                          ----------------- ----------------- ------------------ ----------------

Net increase in cash and cash equivalents                        3,311,095          (508,328)         1,428,512       (1,452,635)
Cash and cash equivalents at beginning
  of period                                                      1,664,963           861,707          3,547,546        1,806,014
                                                          ----------------- ----------------- ------------------ ----------------
Cash and cash equivalents at end of period                     $ 4,976,058         $ 353,379        $ 4,976,058        $ 353,379
                                                          ================= ================= ================== ================

Supplemental disclosures of cash
  flow information
Cash paid during the period for interest                          $ 42,465         $ 119,906            $ 6,439         $ 23,617
                                                          ================= ================= ================== ================

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

                               SEPTEMBER 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 nine months ended September 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

                               SEPTEMBER 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     September 30,
                                                2003              Losses            Leases         Dispositions          2004

<S>                                            <C>                 <C>              <C>                <C>              <C>
Net investment in operating leases             $ 17,825,610               $ -       $(1,858,088)       $(1,774,116)     $14,193,406
Net investment in direct financing
   leases                                         3,747,575                 -        (3,399,211)           312,501          660,865
Assets held for sale or lease, net of
   accumulated depreciation of
   $3,658,387 in 2004 and
   $4,893,039 in 2003                             1,373,856        (1,238,137)                -             22,650          158,369
Residual interests                                   34,159                 -                 -            (34,159)               -
Initial direct costs, net of
   accumulated amortization of
   $403,536 in 2004 and $407,188 in
   2003                                              59,971                 -           (22,489)                 -           37,482
                                         ------------------- ----------------- ----------------- ------------------ ----------------
                                               $ 23,041,171       $(1,238,137)      $(5,279,788)       $(1,473,124)     $15,050,122
                                         =================== ================= ================= ================== ================
</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 nine month periods ended September 30:

<TABLE>
<CAPTION>
                                                   Nine Months                         Three Months
                                               Ended September 30,                 Ended September 30,
                                              2004              2003              2004              2003
<S>                                          <C>               <C>                  <C>              <C>
Depreciation of operating lease assets       $ 1,858,088       $ 2,768,796          $ 369,689        $ 861,614
Impairment losses                              1,238,137                 -                  -                -
                                        ----------------- ----------------- ------------------ ----------------
                                             $ 3,096,225       $ 2,768,796          $ 369,689        $ 861,614
                                        ================= ================= ================== ================
</TABLE>



                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 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     September 30,
                                     2003            Expense         Dispositions          2004
<S>                                <C>                <C>                <C>              <C>
Transportation                     $ 39,768,030               $ -        $(4,602,274)     $35,165,756
Materials handling                    6,127,982                 -           (538,957)       5,589,025
Office automation                       828,914                 -           (240,799)         588,115
Construction                         11,328,744                 -        (11,240,097)          88,647
Other                                   366,203                 -                  -          366,203
                               ----------------- ----------------- ------------------ ----------------
                                     58,419,873                 -        (16,622,127)      41,797,746
Less accumulated depreciation       (40,594,263)       (1,858,088)        14,848,011      (27,604,340)
                               ----------------- ----------------- ------------------ ----------------
                                   $ 17,825,610       $(1,858,088)       $(1,774,116)     $14,193,406
                               ================= ================= ================== ================
</TABLE>

Net investment in direct financing leases:

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

Total minimum lease payments receivable                              $ 759,686
Estimated residual values of leased equipment (unguaranteed)           151,632
                                                               ----------------
Investment in direct financing leases                                  911,318
Less unearned income                                                  (250,453)
                                                               ----------------
Net investment in direct financing leases                            $ 660,865
                                                               ================

At September 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>
Three months ending December 31, 2004        $ 328,021          $ 175,405        $ 503,426
        Year ending December 31, 2005          768,616            386,761        1,155,377
                                 2006          448,320             98,760          547,080
                                 2007           26,970             98,760          125,730
                                      ----------------- ------------------ ----------------
                                           $ 1,571,927          $ 759,686      $ 2,331,613
                                      ================= ================== ================
</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

                               SEPTEMBER 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>
Three months ending December 31, 2004         $ 39,061            $ 5,859         $ 44,920
        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
                                      ----------------- ------------------ ----------------
                                             $ 300,270           $ 40,931        $ 341,201
                                      ================= ================== ================
</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.  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

                               SEPTEMBER 30, 2004
                                   (Unaudited)


5. Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                           Nine Months                         Three Months
                                                       Ended September 30,                 Ended September 30,
                                                      2004              2003              2004              2003

<S>                                                    <C>               <C>                <C>              <C>
Cost reimbursements to AFS                             $ 447,888         $ 510,921          $ 165,719        $ 124,251
Reimbursements of other costs initially paid by
   AFS on behalf of the Company                          202,313           322,995             88,847           70,910
Incentive and equipment management fees to AFS           212,798           291,961            132,065           29,631
                                                ----------------- ----------------- ------------------ ----------------
                                                       $ 862,999       $ 1,125,877          $ 386,631        $ 224,792
                                                ================= ================= ================== ================
</TABLE>


6. Financing arrangement:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
financing arrangement  (comprised of a term loan to AFS, an acquisition facility
and a warehouse  facility) with a group of financial  institutions that includes
certain financial  covenants.  The available  financing  arrangement was amended
during the current quarter and the overall  financing  arrangement was increased
by $4,300,000  to  $70,000,000  and expires in June 2006.  The  availability  of
borrowings  available to the  Partnership  under this  financing  arrangement is
reduced by the amount AFS has  outstanding  as a term loan.  As of September 30,
2004 borrowings under the facility were as follows:

Total amount available under the financing arrangement             $70,000,000
Term loan to AFS as of September 30, 2004                           (2,809,091)
                                                                  -------------
Total available under the acquisition and warehouse facilities      67,190,909

Amount  borrowed by the Partnership under the acquisition facility           -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility              (14,300,000)
                                                                  -------------
Total remaining available under the acquisition and warehouse
   facilities                                                      $52,890,909
                                                                  =============

Subsequent to quarter end the revolving line of credit was increased  $5,000,000
to an overall available credit limit of $75,000,000.

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 September
30, 2004.



                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)


7. Partners' Capital:

As of  September  30,  2004,  12,490,076  Units  ($124,900,760)  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>
                                                       Nine Months                         Three Months
                                                   Ended September 30,                 Ended September 30,
                                                  2004              2003              2004              2003
<S>                                           <C>               <C>                <C>               <C>
Distributions                                 $ 3,435,269       $ 1,363,253        $ 2,810,269              $ -
Weighted average number of Units outstanding   12,490,076        12,490,076         12,490,076       12,490,076
Weighted average distributions per Unit            $ 0.28            $ 0.11             $ 0.23              $ -
</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  nine  months  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
financing arrangement  (comprised of a term loan to AFS, an acquisition facility
and a warehouse  facility) with a group of financial  institutions that includes
certain financial  covenants.  The available  financing  arrangement was amended
during the current quarter and the overall  financing  arrangement was increased
by $4,300,000  to  $70,000,000  and expires in June 2006.  The  availability  of
borrowings  available to the  Partnership  under this  financing  arrangement is
reduced by the amount AFS has  outstanding  as a term loan.  As of September 30,
2004 borrowings under the facility were as follows:

Total amount available under the financing arrangement             $70,000,000
Term loan to AFS as of September 30, 2004                           (2,809,091)
                                                                  -------------
Total available under the acquisition and warehouse facilities      67,190,909

Amount  borrowed by the Partnership under the acquisition facility           -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility              (14,300,000)
                                                                  -------------
Total remaining available under the acquisition and warehouse
   facilities                                                      $52,890,909
                                                                  =============

Subsequent to quarter end the revolving line of credit was increased  $5,000,000
to an overall available credit limit of $75,000,000.

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   September  30,  2004,  the  Partnership  had   cumulatively   borrowed
$101,227,460  on a  non-recourse  basis.  As of  that  date,  $300,270  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.

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.



                                       14
<PAGE>

Cash Flows

During the nine and three month  periods  ending  September 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 nine month periods
ended September 30, 2004 and 2003. Proceeds from sales of lease assets decreased
from $837,384 for the three months ended  September 30, 2003 to $203,747  during
the three months ended  September  30, 2004,  and from  $1,924,184  for the nine
months ending September 30, 2003 to $1,007,076 for the comparable  period ending
September  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 transportation equipment.

Cash flows from direct finance leases increased from $485,737 for the nine month
period ended September 30, 2003 to $3,399,211 for the comparable period in 2004.
This was due to the  reclassification  of certain  operating  lease  assets to a
direct finance lease and a direct finance lease with an agreed $2,860,000 end of
lease purchase in September 2004.

During the three and nine month periods ended  September 30, 2004 and 2003,  the
single largest financing use of cash was distributions to limited partners.  The
amount of such  distributions  increased  during the three and nine months ended
September  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.  At this  stage of the  Partnership's  life,  distributions  are not
expected to be consistent from one period to another.

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 nine month
periods ended September 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 net income of  $258,221  during the three  months  ended
September  30, 2004  compared to a net loss of $407,705  during the three months
ended September 30, 2003 . Net loss for the nine months ended September 30, 2004
was $546,154 compared with net income of $1,424,039 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 nine month
periods from  $2,768,796  in 2003 to  $1,858,088 in 2004 and for the three month
periods from $861,614 in 2003 to $369,689 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 nine months 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 2004.

Sales of assets  during the nine month period ended  September 30, 2004 resulted
in a loss of  $466,048  compared  to a gain of  $179,398  during the  comparable
period in 2003.  Sales of assets  during the three month period ended  September
30, 2004  resulted  in a loss of $181,344  compared to a loss of $377,301 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  $252,353  during the nine  months  ended
September 30, 2003 to $41,609  during the nine months ended  September 30, 2004.
Interest  expense has  decreased  from  $25,645  during the three  months  ended
September 30, 2003 to $6,484  during the three months ended  September 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.

Equipment  management fees are based on the gross rentals of the Partnership and
decreased from $246,132 for the nine months ended September 30, 2003 to $120,949
for the comparable  period in 2004. For the three month periods ended  September
30,  2003 and 2004,  respectively,  equipment  management  fees  decreased  from
$45,355 to $40,216. As lease revenue have decreased,  equipment  management fees
have followed.  As assets continue to be sold, revenues and equipment management
fees are expected to decline.



                                       15
<PAGE>

Incentive  management fees are based on the amounts of cash distributions to the
Limited  Partners from current year  operations.  In 2004,  distribution  to the
Limited Partners was made in January 2004 based on 2003 operations and July 2004
based on 2004  operations.  Incentive  management fees increased from $45,829 in
2003 to $91,849 in 2004 (nine months) and increased  from a credit of $15,724 in
2003 to $91,849 in 2004 (three  months).  The increase in the incentive  fees is
related to the  increase  in the  amounts  distributed  to the  partners in 2004
compared to 2003.

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 September 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 September 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.

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.




                                       16
<PAGE>

                           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. Unregistered Sales of Equity Securities and Use of Proceeds.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits.

(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:
November 11, 2004

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


By:
ATEL Financial Services, LLC
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>