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, 1997

       |_|      Transition Report Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934.
                For the transition period from _______ to _______

                         Commission File Number 0-28368

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

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

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

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



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                   1997              1996
                                                   ----              ----
Cash and cash equivalents                            $332,655        $1,123,336

Accounts receivable                                 7,489,898         6,198,258

Investments in leases                             165,426,769       185,510,097
                                             ----------------- -----------------
Total assets                                     $173,249,322      $192,831,691
                                             ================= =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $80,033,002       $80,789,732

Line of credit                                      6,750,000        15,598,257

Accounts payable:
   General Partner                                    323,976            45,070
   Equipment purchases                                441,852           638,379
   Other                                              415,247           415,008

Accrued interest payable                            3,062,757         1,746,206

Unearned operating lease income                       528,849           397,883
                                             ----------------- -----------------
Total liabilities                                  91,555,683        99,630,535
Partners' capital:
     General Partner                                 (202,361)         (118,690)
     Limited Partners                              81,896,000        93,319,846
                                             ----------------- -----------------
Total partners' capital                            81,693,639        93,201,156
                                             ----------------- -----------------
Total liabilities and partners' capital          $173,249,322      $192,831,691
                                             ================= =================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1997
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                        September 30,
                                                                    -------------                        -------------
                                                                1997              1996               1997              1996
                                                                ----              ----               ----              ----
<S>                                                             <C>              <C>                  <C>               <C>       
Revenues:
   Leasing activities:
      Operating leases                                          $26,544,273      $15,880,432         $8,885,718        $6,379,734
      Direct financing leases                                       187,966          164,221             62,366            54,003
      Gain (loss) on sales of assets                                 27,454         (103,256)           (32,659)         (112,636)
Interest                                                             16,956           47,295              3,276             8,369
Other                                                                 6,847           69,411              5,380            67,446
                                                          ------------------ ----------------  ----------------- -----------------
                                                                 26,783,496       16,058,103          8,924,081         6,396,916
Expenses:
Depreciation and amortization                                    20,562,503       12,099,732          6,786,438         4,660,786
Interest expense                                                  5,941,242        3,351,933          1,648,873         1,432,018
Administrative cost reimbursements to General
   Partner                                                          330,520          509,538            139,548           229,144
Equipment and incentive management fees to
   General Partner                                                1,129,257          722,337            430,829           300,709
Other                                                               616,231          370,774            186,656           229,431
Professional fees                                                    78,417          177,836             30,573            54,284
Provision for losses                                                178,594          160,599                  -            64,000
                                                          ------------------ ----------------  ----------------- -----------------
                                                                 28,836,764       17,392,749          9,222,917         6,970,372
                                                          ------------------ ----------------  ----------------- -----------------
Net loss                                                        ($2,053,268)     ($1,334,646)         ($298,836)        ($573,456)
                                                          ================== ================  ================= =================


Net loss:
   General Partner                                                  (20,533)         (13,346)            (2,988)           (5,735)
   Limited Partners                                              (2,032,735)      (1,321,300)          (295,848)         (567,721)
                                                          ------------------ ----------------  ----------------- -----------------
                                                                ($2,053,268)     ($1,334,646)         ($298,836)        ($573,456)
                                                          ================== ================  ================= =================


Net loss per Limited Partnership Unit                                ($0.16)          ($0.15)            ($0.02)           ($0.06)

Weighted average number of Units outstanding                     12,500,050        8,570,592         12,500,050        10,097,070
</TABLE>

                             See accompanying notes.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Limited Partners           General
                                                                Units            Amount            Partner            Total
                                                                -----            ------            -------            -----
<S>                                                              <C>             <C>                  <C>             <C>        
Balance December 31, 1996                                        12,500,050      $93,319,846          ($118,690)      $93,201,156
Other syndication costs to affiliates                                                (41,174)                 -           (41,174)
Distributions to partners                                                         (9,349,937)           (63,138)       (9,413,075)
Net loss                                                                          (2,032,735)           (20,533)       (2,053,268)
                                                          ------------------ ----------------  ----------------- -----------------
Balance September 30, 1997                                       12,500,050      $81,896,000          ($202,361)      $81,693,639
                                                          ================== ================  ================= =================
</TABLE>




                             See accompanying notes.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                        September 30,
                                                                    -------------                        -------------
                                                                1997              1996               1997              1996
                                                                ----              ----               ----              ----
<S>                                                              <C>             <C>                  <C>             <C>         
Operating activities:
Net loss                                                        ($2,053,268)     ($1,334,646)         ($298,836)        ($573,456)
Adjustment to reconcile net income to cash
   provided by operating activities:
   Depreciation and amortization                                 20,562,503       12,099,732          6,786,438         4,660,786
   Loss (gain) on sales of assets                                   (27,454)         103,256             32,659           112,636
   Provision for losses                                             178,594          160,599                  -            64,000
   Changes in operating assets and liabilities:
      Accounts receivable                                        (1,291,640)        (531,146)         1,676,732           153,321
      Accounts payable, General Partner                             278,906         (653,457)           138,448          (602,917)
      Accounts payable, other                                           239          778,704             87,917           692,107
      Accrued interest payable                                    1,316,551          247,792           (165,069)          178,278
      Unearned lease income                                         130,966           (8,206)          (115,296)           79,161
                                                          ------------------ ----------------  ----------------- -----------------
Net cash provided by operations                                  19,095,397       10,862,628          8,142,993         4,763,916
                                                          ------------------ ----------------  ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                       (1,338,943)     (92,069,843)                 -       (37,205,859)
Purchases of equipment on direct financing leases                   (94,469)        (368,527)           (60,654)         (259,110)
Purchases of residual value interests                                     -         (335,139)                 -                 -
Initial direct costs paid to General Partner                              -       (2,070,264)                 -          (519,224)
Reduction in net investment in direct financing
   leases                                                           452,614          367,424            153,413           131,286
Proceeds from sales of assets                                       153,956          396,557            (48,704)          293,310
                                                          ------------------ ----------------  ----------------- -----------------
Net cash used in investing activities                              (826,842)     (94,079,792)            44,055       (37,559,597)
                                                          ------------------ ----------------  ----------------- -----------------
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS
                                   (CONTINUED)

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                        September 30,
                                                                    -------------                        -------------
                                                                1997              1996               1997              1996
                                                                ----              ----               ----              ----
<S>                                                             <C>              <C>                 <C>              <C>         
Financing activities:
Borrowings under line of credit                                   1,210,974       58,391,599            750,000        18,912,219
Repayments of borrowings under line of credit                   (10,059,231)     (62,004,518)                 -       (11,507,696)
Proceeds of non-recourse debt                                    10,686,017       62,182,581                  -        22,448,429
Repayments of non-recourse debt                                 (11,442,747)      (3,195,344)        (6,139,112)       (2,467,341)
Capital contributions received                                            -       47,249,420                  -        16,620,130
Payment of syndication costs to General Partner                     (41,174)      (6,455,989)                 -        (2,018,034)
Distributions to Partners                                        (9,413,075)      (5,940,171)        (3,126,924)       (2,356,278)
                                                          ------------------ ----------------  ----------------- -----------------
Net cash (used in) provided by financing
   activities                                                   (19,059,236)      90,227,578         (8,516,036)       39,631,429
                                                          ------------------ ----------------  ----------------- -----------------
Net (decrease) increase in cash and cash
   equivalents                                                     (790,681)       7,010,414           (328,988)        6,835,748
Cash and cash equivalents at beginning of
   period                                                         1,123,336        2,074,913            661,643         2,249,579
                                                          ------------------ ----------------  ----------------- -----------------
Cash and cash equivalents at end of period                         $332,655       $9,085,327           $332,655        $9,085,327
                                                          ================== ================  ================= =================


Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                         $5,941,242       $3,351,933         $1,648,873        $2,990,293
                                                          ================== ================  ================= =================

Supplemental schedule of non-cash transactions:

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







                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2. Organization and partnership matters:

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation
                                           Balance                             Expense or          Reclass-          Balance
                                         December 31,                         Amortization       ifications &     September 30,
                                             1996             Additions         of Leases        Dispositions          1997
                                             ----             ---------         ---------        ------------          ----
<S>                                         <C>                  <C>             <C>                   <C>           <C>         
Net investment in operating
   leases                                   $177,700,195         $1,142,416      (19,646,522)          (356,348)     $158,839,741
Net investment in direct financing
   leases                                      3,442,129             94,469         (452,614)                 -         3,083,984
Equipment held for sale or lease                  44,318                  -                -            229,846           274,164
Residual interests                               379,551                  -                -                  -           379,551
Initial direct costs, net of
   accumulated amortization of
   $933,369 in 1996 and
   $2,094,732 in 1997                          4,266,610                  -         (915,981)                 -         3,350,629
Reserve for losses                              (322,706)          (178,594)               -                  -          (501,300)
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                            $185,510,097         $1,058,291     ($21,015,117)         ($126,502)     $165,426,769
                                      =================== ================== ================  ================= =================
</TABLE>

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                           Balance                                                                   Balance
                                         December 31,     Acquisitions, Dispositions & Reclassifications          September 30,
                                             1996            1st Quarter       2nd Quarter       3rd Quarter           1997
                                             ----            -----------       -----------       -----------           ----
<S>                                         <C>                 <C>              <C>                <C>              <C>         
Transportation                              $101,516,495           ($67,540)                          ($797,703)     $100,651,252
Construction                                  32,643,774                  -                             (35,263)       32,608,511
Materials handling                            30,738,706                  -                              (7,271)       30,731,435
Manufacturing                                 18,727,504                  -                                   -        18,727,504
Office automation                             11,352,842            538,683          $40,323            224,011        12,155,859
Miscellaneous                                  3,683,663                  -                -                  -         3,683,663
Communications                                   658,185                  -                -                  -           658,185
Medical                                          343,409                  -                -                  -           343,409
Food processing                                  317,520                  -                -                  -           317,520
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                             199,982,098            471,143           40,323           (616,226)      199,877,338
Less accumulated depreciation                (22,281,903)        (6,631,769)      (6,049,154)        (6,074,771)      (41,037,597)
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                            $177,700,195        ($6,160,626)     ($6,008,831)       ($6,690,997)     $158,839,741
                                      =================== ================== ================  ================= =================
</TABLE>

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

At September 30, 1997,  the aggregate  amounts of future  minimum lease payments
are as follows:

                                                       Direct
                                       Operating      Financing
                                         Leases        Leases         Total
                                         ------        ------         -----
Three months ending December 31, 1997    $7,291,420     $212,018     $7,503,438
        Year ending December 31, 1998    31,859,496      485,178     32,344,674
                                 1999    28,711,809      244,772     28,956,581
                                 2000    24,941,248      184,703     25,125,951
                                 2001    15,548,120      119,258     15,667,378
                           Thereafter    34,015,320      606,280     34,621,600
                                      -------------- ------------ --------------
                                       $142,367,413   $1,852,209   $144,219,622
                                      ============== ============ ==============


4.  Non-recourse debt:

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

Future minimum principal  payments of non-recourse debt as of September 30, 1997
are as follows:

                                       Principal      Interest        Total
                                       ---------      --------        -----
Three months ending December 31, 1997   $2,380,861      $805,419     $3,186,280
        Year ending December 31, 1998   16,123,942     7,792,128     23,916,070
                                 1999   18,005,658     4,912,475     22,918,133
                                 2000   15,298,516     3,495,033     18,793,549
                                 2001    8,155,658     2,368,177     10,523,835
                           Thereafter   20,068,367     7,225,580     27,293,947
                                      ------------- ------------- --------------
                                       $80,033,002   $26,598,812   $106,631,814
                                      ============= ============= ==============

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


5.  Related party transactions:

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

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

<TABLE>
<CAPTION>
                                                                                                     1997              1996
                                                                                                     ----              ----
<S>                                                                                                  <C>               <C>       
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).                                     $1,129,257          $722,337

Administrative cost reimbursements to General Partner                                                   330,520           509,538

Reimbursement of other syndication costs                                                                 41,174         2,235,277

Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital)                                                               -         4,472,078

Acquisition fees equal to 3% of the equipment purchase price, for evaluating and
selecting equipment to be acquired (not to exceed approximately 4.5% of
Gross Proceeds, included in property on operating leases).                                                    -         1,722,725
                                                                                               ----------------- -----------------
                                                                                                     $1,500,951        $9,661,955
                                                                                               ================= =================
</TABLE>


5.  Related party transactions (continued):

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

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






<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


6. Partner's capital:

As of  September  30, 1997,  112,500,050  Units  ($125,000,500)  were issued and
outstanding.  The Fund is authorized to issue up to 12,500,050 Units,  including
the 50 Units issued to the initial limited partners.

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

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

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

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

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

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1998.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates to provide
bridge financing for assets on leases.  Draws on the acquisition facility by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.

At September 30, 1997, the  Partnership  had $6,750,000 of borrowings  under the
line of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 1997.


8.  Commitments:

As of  September  30, 1997,  the  Partnership  had  outstanding  commitments  to
purchase lease equipment totaling approximately $10,000.

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

Capital Resources and Liquidity

In 1997, the Partnership's primary activity was equipment  acquisition,  leasing
and sales activities. During the first three quarters of 1996, the Partnership's
primary   activities   were  raising  funds  through  its  offering  of  Limited
Partnership Units (Units) and engaging in equipment leasing activities.

The  Partnership's  primary source of liquidity  during the first nine months of
1997 was lease rents.  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.


<PAGE>

As another source of liquidity, the Partnership has contractual obligations with
a diversified  group of lessees which consist  primarily of 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  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1998.

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

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

As of September  30, 1997,  the  Partnership  had  borrowed  $96,305,533  with a
remaining  unpaid  balance of  $80,033,002.  The General  Partner  expects  that
aggregate  borrowings  in the future will not exceed 50% of aggregate  equipment
cost. In any event, the Agreement of Limited  Partnership limits such borrowings
to 50% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$10,000 as of September 30, 1997.

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.

1997 vs. 1996:

In 1997, lease rents were the  Partnership's  primary source of cash. During the
first three quarters of 1996,  the  Partnership's  primary  sources of liquidity
were the proceeds of its offering of Units,  proceeds of  non-recourse  debt and
funds borrowed on the line of credit.

In both years, cash from operating activities was almost entirely from operating
lease rents.

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


<PAGE>

In 1997, financing sources of cash consisted of borrowings on the line of credit
and proceeds of non-recourse debt. Non-recourse debt proceeds were used to repay
outstanding balances on the line of credit. In 1996, cash from financing sources
consisted of borrowings under the line of credit.  The borrowings under the line
of credit were used to fund lease asset  acquisitions  and  payments on the line
were made from capital contributions received and proceeds of non-recourse debt.


Results of operations

Operations  resulted  in a net  loss of  $1,334,646  for the nine  months  ended
September 30, 1996 compared to $2,053,268 in 1997.  Operations resulted in a net
loss of  $573,456  in 1996  compared  to  $298,836  in 1997 for the three  month
periods. The Partnership's  primary source of revenues is from operating leases.
This is  expected  to remain  true in future  periods  although  the amounts are
expected  to  increase  as  a  result  of  additional  equipment   acquisitions.
Depreciation  expense is the single largest  expense of the  Partnership  and is
expected to remain so in future periods  although at a higher amount.  Equipment
management fees are based on the Partnership's  rental revenues and are expected
to increase in relation to expected increases in the Partnership's revenues from
leases.  Incentive  management fees are based on the levels of  distributions to
limited partners. As the effective distribution rate increases and as the number
of units outstanding  increases (as a result of the continuing  offering of such
units), the incentive management fee is expected to increase.

During 1996, the  Partnership was raising equity through its public offering and
was entering into significant  lease  transactions and significant  purchases of
related  equipment.  At  September  30,  1996  both  of  these  activities  were
continuing.  The  offering was  concluded in the fourth  quarter of 1996 and the
majority of equipment  acquisitions  were also  completed in 1996.  As a result,
operations in 1997 are not comparable to 1996.


<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

         (a) Documents filed as a part of this report

           1. Financial Statements

              Included in Part I of this report:

              Balance  Sheets,  September  30, 1997 and  December 31,
              1996.

              Statement of changes in partners'  capital for the nine
              month period ended September 30, 1997.

              Statements of  operations  for the nine and three month
              periods ended September 30, 1997 and 1996.

              Statements  of cash flows for the nine and three  month
              periods ended September 30, 1997 and 1996.

              Notes to the Financial Statements

           2. Financial Statement Schedules

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

         (b)  Report on Form 8-K

              None




<PAGE>

                                   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, 1997

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



                                  By: ATEL Financial Corporation
                                      General Partner of Registrant




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




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





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





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