Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

             |X|   Quarterly Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934.
                   For the quarterly period ended September 30, 2003

             |_|   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


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|

The number of Limited Partnership Units outstanding as of September 30, 2003 was
12,490,076.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS

                                                September 30,    December 31,
                                                    2003             2002
                                                    ----             ----
                                                 (Unaudited)

Cash and cash equivalents                            $ 353,379        $ 861,707

Accounts receivable, net of allowance
   for doubtful accounts of $290,000
   in 2003 and $460,000 in 2002                        717,629        4,572,615

Investments in leases                               24,164,068       29,191,076
                                               ---------------- ----------------
Total assets                                       $25,235,076      $34,625,398
                                               ================ ================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $ 1,149,308      $ 4,853,239

Lines of credit                                              -        5,100,000

Accounts payable:
   General Partner                                      19,510           29,145
   Other                                               368,555          570,779

Accrued interest payable                                 4,968          395,555

Unearned operating lease income                         71,267           69,132
                                               ---------------- ----------------
Total liabilities                                    1,613,608       11,017,850
Partners' capital:
     General Partner                                         -                -
     Limited Partners                               23,621,468       23,607,548
                                               ---------------- ----------------
Total partners' capital                             23,621,468       23,607,548
                                               ---------------- ----------------
Total liabilities and partners' capital            $25,235,076      $34,625,398
                                               ================ ================



                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          Nine Months                        Three Months
                                                      Ended September 30,                Ended September 30,
Revenues:                                           2003               2002             2003             2002
                                                    ----               ----             ----             ----
   Leasing activities:
<S>                                                 <C>               <C>              <C>              <C>
      Operating leases                              $ 5,129,917       $ 9,167,662      $ 1,183,771      $ 2,358,251
      Direct financing leases                           615,619           108,728          200,534           19,095
      Gain (loss) on sales of assets                    179,398         1,627,349         (377,301)       1,985,088
Interest                                                  3,767             5,238            1,677            2,246
Other                                                    34,983            55,477           12,232           23,300
                                              ------------------ ----------------- ---------------- ----------------
                                                      5,963,684        10,964,454        1,020,913        4,387,980
Expenses:
Depreciation and amortization                         2,796,485         5,659,155          869,370        2,082,102
Cost reimbursements to General Partner                  510,921           609,801          124,251          212,115
(Recovery of) provision for doubtful accounts          (357,099)           20,000           60,000                -
Railcar maintenance                                     339,499           245,688          148,744           34,605
Equipment and incentive management
  fees to General Partner                               291,961           606,950           29,631          192,360
Income tax and franchise fees                           258,961            94,135                -                -
Interest                                                252,353         1,165,528           25,645          239,831
Professional fees                                        76,156            98,681           17,464            6,214
Other                                                   370,408           299,987          153,513          126,161
                                              ------------------ ----------------- ---------------- ----------------
                                                      4,539,645         8,799,925        1,428,618        2,893,388
                                              ------------------ ----------------- ---------------- ----------------
Net income (loss):                                  $ 1,424,039       $ 2,164,529       $ (407,705)     $ 1,494,592
                                              ================== ================= ================ ================

Net income (loss):
   General Partner                                     $ 46,866          $ 98,626              $ -         $ 32,785
   Limited Partners                                   1,377,173         2,065,903         (407,705)       1,461,807
                                              ------------------ ----------------- ---------------- ----------------
                                                    $ 1,424,039       $ 2,164,529       $ (407,705)     $ 1,494,592
                                              ================== ================= ================ ================

Net income (loss) per Limited Partnership Unit           $ 0.11            $ 0.17          $ (0.03)          $ 0.12
Weighted average number of Units outstanding         12,490,076        12,493,401       12,490,076       12,490,076
</TABLE>

                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2002
                                   AND FOR THE
                                NINE MONTH PERIOD
                            ENDED SEPTEMBER 30, 2003
                                   (Unaudited)


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

<S>                                                <C>             <C>                      <C>        <C>
Balance December 31, 2001                          12,500,050      $ 38,008,680             $ -        $38,008,680

Distributions to General Partner                                                       (131,640)         (131,640)
Distributions to Limited Partners                                   (13,117,182)                      (13,117,182)
Other Limited Partnership units repurchased            (9,974)           (3,907)                           (3,907)
Net Income (loss)                                                    (1,280,043)         131,640       (1,148,403)
                                            ------------------ ----------------- ---------------- ----------------
Balance December 31, 2002                          12,490,076        23,607,548                -       23,607,548

Distributions to General Partner                            -                 -          (46,866)         (46,866)
Distributions to Limited Partners                                    (1,363,253)               -       (1,363,253)
Net income                                                  -         1,377,173           46,866        1,424,039
                                            ------------------ ----------------- ---------------- ----------------
Balance September 30, 2003                         12,490,076      $ 23,621,468              $ -      $23,621,468
                                            ================== ================= ================ ================
</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, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                             Nine Months                        Three Months
                                                         Ended September 30,                Ended September 30,
                                                       2003               2002             2003             2002
                                                       ----               ----             ----             ----
Operating activities:
<S>                                                    <C>               <C>               <C>             <C>
Net income (loss):                                     $ 1,424,039       $ 2,164,529       $ (407,705)     $ 1,494,592
Adjustment to reconcile net income (loss) to
   cash provided by operating activities;
   Depreciation and amortization                         2,796,485         5,659,155          869,370        2,082,102
   (Gain) Loss on sales of assets                         (179,398)       (1,627,349)         377,301       (1,985,088)
   (Recovery of) provision for doubtful accounts          (357,099)           20,000           60,001                -
   Changes in operating assets and liabilities:
      Accounts receivable                                 (587,915)       (1,933,621)          34,254         (378,125)
      Accounts payable, General Partner                     (9,635)         (127,096)         (64,211)        (315,561)
      Accounts payable, Other                             (202,224)           43,066          (28,269)         177,505
      Accrued interest payable                             132,447           491,562            2,028          116,398
      Unearned lease income                                  2,135            10,591         (141,511)          24,810
                                                 ------------------ ----------------- ---------------- ----------------
Net cash provided by operations                          3,018,835         4,700,837          701,258        1,216,633
                                                 ------------------ ----------------- ---------------- ----------------

Investing activities:
Proceeds from sales of assets                            1,924,184        18,180,818          837,384       17,710,782
Reduction of net investment in direct
  financing leases                                         485,737           234,344          328,006           60,813
                                                 ------------------ ----------------- ---------------- ----------------
Net cash provided by investing activities                2,409,921        18,415,162        1,165,390       17,771,595
                                                 ------------------ ----------------- ---------------- ----------------

Financing activities:
Repayments of borrowings under line of credit           (5,100,000)       (6,000,000)      (4,000,000)      (5,000,000)
Distributions to partners                               (1,410,119)       (9,937,121)               -       (3,311,384)
Repayments of non-recourse debt                           (133,020)      (12,966,888)         (25,338)     (11,773,451)
Borrowings of non-recourse debt                            706,055                 -          706,055                -
Borrowings under line of credit                                  -         6,000,000                -        1,500,000
Repurchase of limited partnership units                          -            (3,907)               -                -
                                                 ------------------ ----------------- ---------------- ----------------
Net cash used in financing activities                   (5,937,084)      (22,907,916)      (3,319,283)     (18,584,835)
                                                 ------------------ ----------------- ---------------- ----------------

Net (decrease) increase in cash and
  cash equivalents                                        (508,328)          208,083       (1,452,635)         403,393
Cash and cash equivalents at beginning
  of period                                                861,707           701,012        1,806,014          505,702
                                                 ------------------ ----------------- ---------------- ----------------
Cash and cash equivalents at end of period               $ 353,379         $ 909,095        $ 353,379        $ 909,095
                                                 ================== ================= ================ ================
</TABLE>




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                             Nine Months                        Three Months
                                                         Ended September 30,                Ended September 30,
                                                       2003               2002             2003             2002
                                                       ----               ----             ----             ----

Supplemental disclosures of cash
  flow information
<S>                                                    <C>               <C>               <C>             <C>
Cash paid during the period for interest                 $ 119,906       $ 1,663,041         $ 23,617      $ 1,112,508
                                                 ================== ================= ================ ================

Supplemental disclosure of
   non-cash transaction:
Offset of accounts receivable and debt
   service per  lease and debt agreement:
Accrued interest payable                                $ (523,034)       $ (989,075)             $ -              $ -
Non-recourse debt                                       (4,276,966)       (3,810,925)               -                -
                                                 ------------------ ----------------- ---------------- ----------------
                                                        (4,800,000)       (4,800,000)               -                -
                                                 ================== ================= ================ ================

Accounts receivable                                    $ 4,800,000       $ 4,800,000              $ -              $ -
                                                 ================== ================= ================ ================
</TABLE>








                             See accompanying notes.


                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (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-Q 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 three and nine months ended September
30,  2003 are not  necessarily  indicative  of the  results  for the year ending
December 31, 2003.

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, 2002,  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.

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, an affiliated entity, acts as the General Partner
of the Partnership.

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



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


3. Investment in leases (continued):

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,     Direct Financing   fications and    September 30,
                                                                   2002              Leases        Dispositions         2003
                                                                   ----              ------       --------------        ----
<S>                                                               <C>                <C>                <C>            <C>
Net investment in operating leases                                $ 21,546,403       $(2,768,795)       $ 828,382      $19,605,990
Net investment in direct financing leases                            4,108,968          (485,737)          (4,650)       3,618,581
Assets held for sale or lease                                        3,406,389                 -       (2,568,518)         837,871
Residual interests                                                      34,159                 -                -           34,159
Initial direct costs, net of accumulated amortization
   of $504,345 in 2003 and $798,164 in 2002                             95,157           (27,690)               -           67,467
                                                             ------------------ ----------------- ---------------- ----------------
                                                                  $ 29,191,076       $(3,282,222)     $(1,744,786)     $24,164,068
                                                             ================== ================= ================ ================
</TABLE>

Operating leases:

Property on operating leases consists of the following:


<TABLE>
<CAPTION>
                                     Balance                            Reclassi-         Balance
                                  December 31,       Depreciation     fications or     September 30,
                                      2002             Expense        Dispositions         2003
                                      ----             --------       ------------         ----
<S>                                  <C>                <C>                <C>            <C>
Transportation                       $ 49,393,031               $ -      $(5,756,032)     $43,636,999
Construction                           11,727,006                 -                -       11,727,006
Materials handling                      8,317,703                 -       (1,464,480)       6,853,223
Office automation                       1,298,837                 -         (469,923)         828,914
Other                                     759,867                 -         (397,251)         362,616
Manufacturing                              78,484                 -          (78,484)               -
                                ------------------ ----------------- ---------------- ----------------
                                       71,574,928                 -       (8,166,170)      63,408,758
Less accumulated depreciation         (50,028,525)       (2,768,795)       8,994,552      (43,802,768)
                                ------------------ ----------------- ---------------- ----------------
                                     $ 21,546,403       $(2,768,795)       $ 828,382      $19,605,990
                                ================== ================= ================ ================
</TABLE>

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



                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


At September 30, 2003,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                           Operating         Financing
                                             Leases           Leases            Total
<S>                                          <C>              <C>              <C>
  Three months ending December 31, 2003        $ 850,469         $ 31,873        $ 882,342
          Year ending December 31, 2004        2,360,680        3,919,823        6,280,503
                                   2005        1,477,694           98,760        1,576,454
                                   2006          346,415           98,760          445,175
                                   2007                -           98,760           98,760
                                        ----------------- ---------------- ----------------
                                             $ 5,035,258      $ 4,247,976      $ 9,283,234
                                        ================= ================ ================
</TABLE>

Direct financing leases:

As of September 30, 2003,  investment  in direct  financing  leases  consists of
railroad  locomotives  and ground  support  equipment.  The following  lists the
components of the Company's investment in direct financing leases:

<TABLE>
<CAPTION>
                                                             September 30,    December 31,
                                                                 2003             2002
                                                                 ----             ----
<S>                                                             <C>              <C>
Total minimum lease payments receivable                         $ 4,247,976      $ 5,349,330
Estimated residual values of leased equipment (unguaranteed)        179,130          183,782
                                                            ---------------- ----------------
Investment in direct financing leases                             4,427,106        5,533,112
Less unearned income                                               (808,525)      (1,424,144)
                                                            ---------------- ----------------
Net investment in direct financing leases                       $ 3,618,581      $ 4,108,968
                                                            ================ ================
</TABLE>


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
5.5% to 8.37%.

During the nine month period ended  September  30, 2002,  proceeds from sales of
assets were $18,180,818,  as a result  $12,966,888 of non-recourse debt was paid
off using these  proceeds.  In the nine month period ended  September  30, 2003,
there was a net borrowing of $573,035 and only  $1,924,185 of proceeds from sale
of assets.




                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


4. Non-recourse debt (continued):

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, 2003        $ 337,171         $ 15,085        $ 352,256
        Year ending December 31, 2004          550,929           32,964          583,893
                                 2005           79,916           18,844           98,760
                                 2006           86,868           11,892           98,760
                                 2007           94,424            4,337           98,761
                                      ----------------- ---------------- ----------------
                                           $ 1,149,308         $ 83,122      $ 1,232,430
                                      ================= ================ ================
</TABLE>


5.  Related party transactions:

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

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

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

During the nine and three month periods ended  September 30, 2003 and 2002,  the
General Partner 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,
                                            2003               2002             2003             2002
                                            ----               ----             ----             ----
<S>                                           <C>               <C>              <C>              <C>
Cost reimbursements to General Partner        $ 510,921         $ 609,801        $ 124,251        $ 212,115

Equipment and incentive management
  fees to General Partner                       291,961           606,950           29,631          192,360
                                      ------------------ ----------------- ---------------- ----------------
                                              $ 802,882       $ 1,216,751        $ 153,882        $ 404,475
                                      ================== ================= ================ ================
</TABLE>


                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


6.  Partners' Capital:

As of  September  30,  2003,  12,500,050  Units  ($125,000,500)  were issued and
12,490,076  outstanding  (including  the 50 Units issued to the Initial  Limited
Members).

The Company'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 in 2003 and 2002:

<TABLE>
<CAPTION>
                                                    Nine Months                        Three Months
                                                Ended September 30,                Ended September 30,
                                                -------------------                -------------------
                                                 2003               2002             2003             2002
                                                 ----               ----             ----             ----

<S>                                            <C>                <C>             <C>              <C>
Distributions                                    $ 46,866       $ 9,937,121              $ -      $ 3,311,384

Weighted average number of Units outstanding   12,490,076         12,493,401      12,490,076       12,490,076

Weighted average distributions per Unit            $ 0.00            $ 0.80              $ -           $ 0.27
</TABLE>


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,282,201   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of September 30, 2003, 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              24,300,000
                                                                --------------
Total borrowings under the acquisition facility                    24,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                 -
                                                                --------------
Total outstanding balance                                         $24,300,000
                                                                ==============

Total available under the line of credit                          $56,282,201
Total outstanding balance                                         (24,300,000)
                                                                --------------
Remaining availability                                            $31,982,201
                                                                ==============

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 credit agreement includes certain financial covenants applicable to
each  borrower.  The  Partnership  was in  compliance  with its  covenants as of
September 30, 2003.



                                       12
<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 nine months of 2003 and 2002, the Partnership's  primary activity was
engaging in equipment leasing  activities.  In 2003, the  Partnership's  primary
source of liquidity was rents from operating leases, as opposed to proceeds from
assets sales for the same period in 2002.

The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases exceed  expenses,  and  decreasing as lease assets
are  acquired,  as  distributions  are made to the limited  partners  and to the
extent expenses exceed cash flows from leases.

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,282,201   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes certain financial covenants which the Partnership is in compliance with
as of September  30, 3003.  The line of credit  expires on June 28, 2004.  As of
September 30, 2003, 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              24,300,000
                                                                --------------
Total borrowings under the acquisition facility                    24,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                 -
                                                                --------------
Total outstanding balance                                         $24,300,000
                                                                ==============

Total available under the line of credit                          $56,282,201
Total outstanding balance                                         (24,300,000)
                                                                --------------
Remaining availability                                            $31,982,201
                                                                ==============

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 credit agreement includes certain financial covenants applicable to
each  borrower.  The  Partnership  was in  compliance  with its  covenants as of
September 30, 2003.

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

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

Through  September 30, 2003,  the  Partnership  had borrowed  $101,227,460  on a
non-recourse  basis.  As of that  date,  $1,149,308  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.



                                       13
<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 nine and three  months  ending  September  30,  2003 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 quarters.

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 nine and three month periods
ended September 30, 2003 and 2002. Proceeds from sales of lease assets decreased
from $18,180,818 for the nine months ending September 30, 2002 to $1,924,184 for
the comparable  period ending  September 30, 2003 and from  $17,710,782  for the
three months ended  September 30, 2002 to $837,385 during the three months ended
September  30,  2003.  Although  proceeds  from  sales of lease  assets  are not
expected to be consistent from one year to another, during the nine month period
ended September 30, 2002, there was significant  increase in the sale of assets,
these proceeds were used to reduce non-recourse debt and increase  distributions
to partners.

In 2002, the Partnership sold a large lease to a third party. The acquisition of
the lease was financed  primarily with  non-recourse  debt. The assets under the
lease were sold subject to the existing debt.  Upon the sale of the assets,  the
Partnership  was  relieved  of  its  obligation  under  the  non-recourse   debt
agreement. There were no similar sales in 2003. As a result of this, the amounts
of asset sales proceeds and the amounts of debt  repayments were much reduced in
2003, compared to 2002.

During the nine and three months ended  September 30, 2003 and 2003,  the single
largest  financing use of cash was repayments of borrowing under line of credit,
$5,100,000  for the nine months ended  September 30, 2003 and $4,000,000 for the
three months ended  September 30, 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.

Results of operations

Operations  resulted  in net loss of  $407,705  during  the three  months  ended
September 30, 2003 compared to net income of $1,494,592  during the three months
ended  September  30, 2002.  Net income for the nine months ended  September 30,
2003 was $1,424,039  compared with $2,164,529 for the comparable period in 2002.
The  Partnership's  primary source of revenues was from operating leases in both
years.  Operating  lease revenues  declined as a result of lease  maturities and
sales of the underlying lease assets over the last year.

Sales of lease assets during the three months ended  September 30, 2003 resulted
in a gain of  $179,398,  a decrease of  $1,447,951  compared  to the  comparable
period in 2002. For the nine months ended September 30, 2003 there was a loss of
$377,301 on asset sales  compared to a gain of $1,985,088 for the same period in
2002, a change of $2,362,389. Although sales of lease assets are not expected to
be  consistent  from one year to  another,  during the nine month  period  ended
September 30, 2002, there was significant  increase in the sale of assets, these
proceeds were used to reduce  non-recourse debt (as noted above) and to increase
distributions to members.

Depreciation  and  amortization  expense has decreased  from  $2,082,102 for the
three months ended  September  30, 2002 to $869,370 in 2003 and from  $5,659,155
for the nine months ended  September 30, 2002 to $2,796,485  for the  comparable
period in 2003.  Depreciation is related to operating lease assets. As operating
leases mature and the assets are sold, operating lease revenues and depreciation
expense will continue to decrease.

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  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, 2003,  there was no
outstanding balance on the floating rate line of credit.



                                       14
<PAGE>

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of September 30, 2003, 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.

Internal Controls

As of September 30, 2003, an evaluation was performed  under the supervision and
with the  participation of the Partnership's  management,  including the CEO and
CFO of the General Partner,  of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures.  Based on that evaluation,
the Partnership's management,  including the CEO and CFO of the General Partner,
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective as of September 30, 2003.  There have been no  significant  changes in
the Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to September 30, 2003.

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.

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, 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)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this  evaluation,  the CEO and CFO of the General
Partner  concluded that, as of the evaluation date, 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.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving  the  Partnership  but  which  do not  represent  claims  against  the
Partnership or its assets.

Elkay Mining Company:

On December 17, 1999, Elkay Mining Company, a subsidiary of The Pittston Company
(the  "Guarantor"),  filed a suit for declaratory relief in response to a notice
of event of default sent by the Partnership. The dispute surrounds the treatment
by the lessee of a defect in the leased  equipment,  and the lessee's failure to
notify the Partnership of the defect in the equipment.  All lease payments under
that lease were made in a timely  manner,  and the  equipment  was  returned and
liquidated by the Partnership for $112,501,  which was  approximately  6% of the
original  equipment cost. The Partnership  believes that it has suffered damages
and loss as a result of actions of the lessee, in the amount of $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated damages due under the lease.

This matter was  litigated  and the  decision  from the Court was adverse to the
Partnership  as to the issue of whether an event of default  existed as declared
by the  Partnership  (for the failure of the lessee to notify the Partnership of
the material  defect of in the equipment).  Notwithstanding  the adverse ruling,
the  Partnership  has two additional  bases for default:  (i) the failure by the
lessee to satisfy the maintenance and return  conditions of the lease,  and (ii)
the relocation by the lessee of the equipment without the Partnership's consent.

The  Partnership  was not  successful in  prosecuting  its appeal of the adverse
ruling,  and is  continuing to  investigate  its options,  including  filing for
arbitration  against the  guarantor of the lease  agreement,  as mandated by the
lease.


Applied Magnetics Corporation:

In January  2000,  Applied  Magnetics  Corporation  ("Debtor"),  a lessee of the
Partnership,  filed for protection  from creditors  under Chapter 11 of the U.S.
Bankruptcy  Code. On January 31, 2000, the General  Partner was appointed to the
Official  Committee of Unsecured  Creditors and served as the Chairperson of the
Committee.  Procedures  were  quickly  undertaken  for  the  liquidation  of the
Partnership's  leased  equipment,  which  proceeds  resulted  in  recoveries  of
$1,773,798  or 21.7% of  original  equipment  cost  for the  Partnership.  As of
November 1, 2000, liquidation of the assets was completed.



                                       15
<PAGE>

The Debtor filed a Plan of Reorganization (the "Plan"),  which was approved by a
vote of the creditors of the Debtor in October 2001.  The Plan provided that the
Debtor change its name to "Integrated  Micro-Technology" (IMT), and enter into a
new line of business,  the  manufacture and production of  "micro-machines."  As
part of the Plan, the  Partnership,  along with the other  unsecured  creditors,
received  a  proportionate  share  of  their  unsecured  claims,  in the form of
ownership shares and warrants in the newly formed business.

On April 28, 2003, the Partnership received 221,822 shares of IMT stock. At this
time, the  Partnership  anticipates  any  recoveries,  are highly  uncertain and
speculative.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

(a) Documents filed as a part of this report

   1.      Financial Statements

           Included in Part I of this report:

               Balance Sheets, September 30, 2003 and December 31, 2002.

               Statements  of  Operations  for the nine and three month  periods
               ended September 30, 2003 and 2002.

               Statements  of changes in  partners'  capital  for the year ended
               December 31, 2002 and for the nine month  period ended  September
               30, 2003.

               Statements  of Cash  Flows for the nine and three  month  periods
               ended September 30, 2003 and 2002.

               Notes to the Financial Statements

   2.      Financial Statement Schedules

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

        3. Other Exhibits

               99.1 Certification of Paritosh K. Choksi

               99.2 Certification of Dean L. Cash

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

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

 (b)       Report on Form 8-K

               None



                                       16
<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 12, 2003

                      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



                                       17
<PAGE>

Exhibit 99.1
                                 CERTIFICATIONS

I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:
November 12, 2003

  /s/ PARITOSH K. CHOKSI
----------------------------
Paritosh K. Choksi
Principal Financial Officer of Registrant, Executive
Vice President of General Partner


                                       18
<PAGE>

Exhibit 99.2
                                 CERTIFICATIONS

I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:
November 12, 2003

  /s/ DEAN L. CASH
----------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner



                                       19
<PAGE>

Exhibit 99.3
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP, (the  "Partnership")  for the period  ended  September  30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  and pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, I, Dean L. Cash, Chief Executive Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:
November 12, 2003


  /s/ DEAN L. CASH
----------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner



                                       20
<PAGE>

Exhibit 99.4
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP, (the  "Partnership")  for the period  ended  September  30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  and pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, I, Dean L. Cash, Chief Executive Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:
November 12, 2003


  /s/ PARITOSH K. CHOKSI
----------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal Financial Officer of Registrant

                                       21
<PAGE>