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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010



| ̈ | 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 ofIncorporation or organization) |  | (I. R. S. EmployerIdentification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

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

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

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

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈ |  | Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ̈    No  x

The number
of Limited Partnership Units outstanding as of October 31, 2010 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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ATEL CASH DISTRIBUTION FUND VI, L.P.

Index



|         |  |                                                                                                                                  |  |  |    | 
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Part I.  |  | Financial Information                                                                                                            |  |  | 3  | 
|         |  |                                                                                                                                 
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                 |  |  | 3  | 
|         |  |                                                                                                                                 
|         |  | Balance Sheets, September 30, 2010 and December 31, 2009                                                                         |  |  | 3  | 
|         |  |                                                                                                                                 
|         |  | Statements of Income for the three and nine months ended September 30, 2010 and 2009                                             |  |  | 4  | 
|         |  |                                                                                                                                 
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2009 and for the nine months ended September 30, 2010 |  |  | 5  | 
|         |  |                                                                                                                                 
|         |  | Statements of Cash Flows for the three and nine months ended September 30, 2010 and 2009                                         |  |  | 6  | 
|         |  |                                                                                                                                 
|         |  | Notes to the Financial Statements                                                                                                |  |  | 7  | 
|         |  |                                                                                                                                 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                            |  |  | 14 | 
|         |  |                                                                                                                                 
|Item 4.  |  | Controls and Procedures                                                                                                          |  |  | 18 | 
|         |  |                                                                                                                                 
|Part II. |  | Other Information                                                                                                                |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 1.  |  | Legal Proceedings                                                                                                                |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                      |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                  |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 4.  |  | [Reserved]                                                                                                                       |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 5.  |  | Other Information                                                                                                                |  |  | 19 | 
|         |  |                                                                                                                                 
|Item 6.  |  | Exhibits                                                                                                                         |  |  | 19 | 



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE
SHEETS

SEPTEMBER 30, 2010 AND DECEMBER 31, 2009

(In Thousands)

(Unaudited)



|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- |  | ---------------- | - | ----- | 
|                                                                                                                                       |  | September 30,2010 |       |  | December 31,2009 |  
|ASSETS                                                                                                                                 |  |                   |       |  |                  |   |       | 
|Cash and cash equivalents                                                                                                              |  | $                 | 1,379 |  |                  | $ | 979   | 
|Accounts receivable                                                                                                                    |  |                   | 189   |  |                  |   | 118   | 
|Prepaid expenses                                                                                                                       |  |                   | 6     |  |                  |   | 6     | 
|Investments in equipment and leases, net of accumulated depreciation of $20,792 at September 30, 2010 and $20,794 at
December 31, 2009 |  |                   | 4,684 |  |                  |   | 5,545 | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|Total assets                                                                                                                           |  | $                 | 6,258 |  |                  | $ | 6,648 | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|LIABILITIES AND PARTNERS CAPITAL                                                                                                      |  |                   |       |  |                  |   |       | 
|Accounts payable and accrued liabilities:                                                                                              |  |                   |       |  |                  |   |       | 
|General Partner                                                                                                                        |  | $                 | 33    |  |                  | $ | 51    | 
|Lessees and other                                                                                                                      |  |                   | 136   |  |                  |   | 328   | 
|Unearned operating lease income                                                                                                        |  |                   | 41    |  |                  |   | 22    | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|Total liabilities                                                                                                                      |  |                   | 210   |  |                  |   | 401   | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|Commitments and contingencies                                                                                                          |  |                   |       |  |                  |   |       | 
|Partners capital:                                                                                                                     |  |                   |       |  |                  |   |       | 
|General Partner                                                                                                                        |  |                   |      |  |                  |   |      | 
|Limited Partners                                                                                                                       |  |                   | 6,048 |  |                  |   | 6,247 | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|Total Partners capital                                                                                                                |  |                   | 6,048 |  |                  |   | 6,247 | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 
|Total liabilities and Partners capital                                                                                                |  | $                 | 6,258 |  |                  | $ | 6,648 | 
|                                                                                                                                       |  |                   |       |  |                  |   |       | 

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|----------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | -
|                                                            |  | Three months ended September 30, |            |   | Nine months ended September 30, |  
|                                                            |  | 2010                             |            |   | 2009                            |   |            | 2010 |  |   | 2009       | 
|Revenues:                                                   |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Leasing activities:                                         |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Operating leases                                            |  | $                                | 775        |   |                                 | $ | 691        |      |  | $ | 2,029      |  |  | $ | 2,079      |  
|Direct financing leases                                     |  |                                  | 2          |   |                                 |   | 6          |      |  |   | 11         |  |  |   | 21         |  
|Gain on sales of assets                                     |  |                                  | 36         |   |                                 |   | 33         |      |  |   | 83         |  |  |   | 105        |  
|Other revenue                                               |  |                                  | 1          |   |                                 |   | 2          |      |  |   | 3          |  |  |   | 3          |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Total revenues                                              |  |                                  | 814        |   |                                 |   | 732        |      |  |   | 2,126      |  |  |   | 2,208      |  
|                                                            |  |                                  |            |  
|Expenses:                                                   |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Depreciation of operating lease assets                      |  |                                  | 237        |   |                                 |   | 235        |      |  |   | 693        |  |  |   | 823        |  
|Cost reimbursements to General Partner                      |  |                                  | 74         |   |                                 |   | 161        |      |  |   | 228        |  |  |   | 455        |  
|Railcar maintenance                                         |  |                                  | 100        |   |                                 |   | 126        |      |  |   | 421        |  |  |   | 459        |  
|Equipment and incentive management fees to General Partner  |  |                                  | 19         |   |                                 |   | 17         |      |  |   | 74         |  |  |   | 56         |  
|Taxes on income and franchise fees                          |  |                                  | (3         | ) |                                 |   |           |      |  |   |           |  |  |   | 8          |  
|Other management fees                                       |  |                                  | 30         |   |                                 |   | 30         |      |  |   | 94         |  |  |   | 75         |  
|Professional fees                                           |  |                                  | 5          |   |                                 |   | 9          |      |  |   | 42         |  |  |   | 45         |  
|Outside services                                            |  |                                  | 12         |   |                                 |   | 5          |      |  |   | 50         |  |  |   | 47         |  
|Provision for (reversal of provision for) doubtful accounts |  |                                  |           |   |                                 |   | 12         |      |  |   |           |  |  |   | (4         | )
|Other                                                       |  |                                  | 25         |   |                                 |   | 31         |      |  |   | 93         |  |  |   | 67         |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Total operating expenses                                    |  |                                  | 499        |   |                                 |   | 626        |      |  |   | 1,695      |  |  |   | 2,031      |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Net income                                                  |  | $                                | 315        |   |                                 | $ | 106        |      |  | $ | 431        |  |  | $ | 177        |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Net income:                                                 |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|General Partner                                             |  | $                                |           |   |                                 | $ |           |      |  | $ | 6          |  |  | $ |           |  
|Limited Partners                                            |  |                                  | 315        |   |                                 |   | 106        |      |  |   | 425        |  |  |   | 177        |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|                                                            |  | $                                | 315        |   |                                 | $ | 106        |      |  | $ | 431        |  |  | $ | 177        |  
|                                                            |  |                                  |            |   |                                 |   |            |      |  |   |            |  |  |   |            |  
|Net income per Limited Liability Partnership Unit           |  | $                                | 0.02       |   |                                 | $ | 0.01       |      |  | $ | 0.03       |  |  | $ | 0.01       |  
|Weighted average number of Units outstanding                |  |                                  | 12,478,676 |   |                                 |   | 12,478,676 |      |  |   | 12,478,676 |  |  |   | 12,478,676 |  

See accompanying
notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2009

AND FOR THE

NINE MONTHS ENDED

SEPTEMBER 30, 2010

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |            |  |                |   |        |       |  |   |     |   |  |   |        |  
|-------------------------------------------------- |  | ---------------- | ---------- |  | -------------- | - | ------ | ----- |  | - | --- | - |  | - | ------ | -
|                                                   |  | Limited Partners |            |  | GeneralPartner |   |        | Total | 
|                                                   |  | Units            |            |  | Amount         |   |        |      
|Balance December 31, 2008                          |  |                  | 12,478,676 |  |                | $ | 7,442  |       |  | $ |    |   |  | $ | 7,442  |  
|Distributions to Limited Partners ($0.10 per Unit) |  |                  |           |  |                |   | (1,248 | )     |  |   |    |   |  |   | (1,248 | )
|Distributions to General Partner                   |  |                  |           |  |                |   |       |       |  |   | (12 | ) |  |   | (12    | )
|Net income                                         |  |                  |           |  |                |   | 53     |       |  |   | 12  |   |  |   | 65     |  
|                                                   |  |                  |            |  |                |   |        |       |  |   |     |   |  |   |        |  
|Balance December 31, 2009                          |  |                  | 12,478,676 |  |                |   | 6,247  |       |  |   |    |   |  |   | 6,247  |  
|Distributions to Limited Partners ($0.05 per Unit) |  |                  |           |  |                |   | (624   | )     |  |   |    |   |  |   | (624   | )
|Distributions to General Partner                   |  |                  |           |  |                |   |       |       |  |   | (6  | ) |  |   | (6     | )
|Net income                                         |  |                  |           |  |                |   | 425    |       |  |   | 6   |   |  |   | 431    |  
|                                                   |  |                  |            |  |                |   |        |       |  |   |     |   |  |   |        |  
|Balance September 30, 2010                         |  |                  | 12,478,676 |  |                | $ | 6,048  |       |  | $ |    |   |  | $ | 6,048  |  
|                                                   |  |                  |            |  |                |   |        |       |  |   |     |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2010 AND 2009

(In Thousands)

(Unaudited)



|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                             |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |  
|                                                                             |  | 2010                            |       |   | 2009                           |   |       | 2010 |  |   | 2009  |  
|Operating activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net income                                                                   |  | $                               | 315   |   |                                | $ | 106   |      |  | $ | 431   |   |  | $ | 177   |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Depreciation of operating lease assets                                       |  |                                 | 237   |   |                                |   | 235   |      |  |   | 693   |   |  |   | 823   |  
|Amortization of unearned income on direct finance leases                     |  |                                 | (2    | ) |                                |   | (6    | )    |  |   | (11   | ) |  |   | (21   | )
|Provision for (reversal of provision for) doubtful accounts                  |  |                                 |      |   |                                |   | 12    |      |  |   |      |   |  |   | (4    | )
|Gain on sales of assets                                                      |  |                                 | (36   | ) |                                |   | (33   | )    |  |   | (83   | ) |  |   | (105  | )
|Changes in operating assets and liabilities:                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Accounts receivable                                                          |  |                                 | 9     |   |                                |   | 61    |      |  |   | (71   | ) |  |   | 74    |  
|Prepaid expenses and other assets                                            |  |                                 | (5    | ) |                                |   | (6    | )    |  |   |      |   |  |   | (1    | )
|Accounts payable and accruals due General Partner                            |  |                                 | (12   | ) |                                |   | 11    |      |  |   | (18   | ) |  |   | (6    | )
|Accounts payable and accruals due lessees and other                          |  |                                 | (191  | ) |                                |   | (7    | )    |  |   | (192  | ) |  |   | (19   | )
|Unearned operating lease income                                              |  |                                 | 26    |   |                                |   | (3    | )    |  |   | 19    |   |  |   | 11    |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net cash provided by operating activities                                    |  |                                 | 341   |   |                                |   | 370   |      |  |   | 768   |   |  |   | 929   |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Investing activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Proceeds from sales of lease assets                                          |  |                                 | 97    |   |                                |   | 65    |      |  |   | 256   |   |  |   | 292   |  
|Payments received on direct finance leases                                   |  |                                 | 16    |   |                                |   | 16    |      |  |   | 51    |   |  |   | 51    |  
|Improvements to lease equipment                                              |  |                                 | (45   | ) |                                |   |      |      |  |   | (45   | ) |  |   |      |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net cash provided by investing activities                                    |  |                                 | 68    |   |                                |   | 81    |      |  |   | 262   |   |  |   | 343   |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Financing activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Distributions to Limited Partners                                            |  |                                 |      |   |                                |   |      |      |  |   | (624  | ) |  |   |      |  
|Distributions to General Partner                                             |  |                                 |      |   |                                |   |      |      |  |   | (6    | ) |  |   |      |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net cash used in financing activities                                        |  |                                 |      |   |                                |   |      |      |  |   | (630  | ) |  |   |      |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net increase in cash and cash equivalents                                    |  |                                 | 409   |   |                                |   | 451   |      |  |   | 400   |   |  |   | 1,272 |  
|Cash and cash equivalents at beginning of period                             |  |                                 | 970   |   |                                |   | 1,485 |      |  |   | 979   |   |  |   | 664   |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Cash and cash equivalents at end of period                                   |  | $                               | 1,379 |   |                                | $ | 1,936 |      |  | $ | 1,379 |   |  | $ | 1,936 |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Supplemental disclosures of cash flow information:                           |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Cash paid during the period for taxes                                        |  | $                               | 1     |   |                                | $ |      |      |  | $ | 8     |   |  | $ | 16    |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. 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 engaging in the sale of limited liability investment units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015. The General
Partner of the Partnership is ATEL Financial Services, LLC (AFS). Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (Units), at a price of $10 per Unit. Upon the sale of the
minimum amount of Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). On
November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the Initial Limited Partners Units, and the offering terminated. As of September 30, 2010, 12,478,676 Units
were issued and outstanding.

The Partnerships principal objectives have been to invest in a diversified portfolio of equipment that
(i) preserves, protects and returns the Partnerships invested capital; (ii) generates regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum
distributions to be used to purchase additional equipment during the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was terminated), which ended December 31, 2002 and
(iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (Partnership Agreement).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 4). The
Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of September 30, 2010, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of
the General Partner.

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, 2009, filed with the Securities and Exchange Commission.

2. 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 the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim
financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal
recurring nature. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after September 30, 2010, up until the issuance of the financial statements.
No events were noted which would require disclosure in the footnotes to the financial statements.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

2. Summary of significant accounting policies (continued):





Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and determination of the allowance for doubtful accounts.

Segment reporting:

The
Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operates in one reportable operating segment in the United States.

Certain of the Partnerships lessee customers may have international operations. In these instances, the Partnership is aware that certain
equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are
deployed.

The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 100%
of the Partnerships operating revenues are from customers domiciled in North America.

Per Unit data:

Net income and distributions per Unit are based upon the weighted average number of Limited Partners Units outstanding during the period.

Recent accounting pronouncements:

In July 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-20, Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users evaluation of (i) the nature of credit risk inherent in the
entitys portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses.
Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivable, which is generally a disaggregation
of portfolio segment. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators.
ASU 2010-20 will be effective for the Partnerships financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period
will be required for the Partnerships financial statements that include periods beginning on or after January 1, 2011. The Partnership anticipates that adoption of these additional disclosures will not have a material effect on its
financial position or results of operations.

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosure about
Fair Value Measurement (ASU 2010-06). ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value
measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which will be effective for fiscal years beginning
after December 15, 2010, the guidance became effective for the Partnership beginning January 1, 2010 and was adopted during the first quarter of 2010 with no impact on the Partnerships financial position, results of operations or
cash flows.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)





3. Investment in equipment and
leases, net:

The Partnerships investments in equipment and leases consists of the following (in thousands):



|                                          |  |                         |       |  |                                           |   |      |                                                          |  |   |                          |   |  |   |       | 
|----------------------------------------- |  | ----------------------- | ----- |  | ----------------------------------------- | - | ---- | -------------------------------------------------------- |  | - | ------------------------ | - |  | - | ----- | 
|                                          |  | BalanceDecember 31,2009 |       |  | Reclassifications&Additions /Dispositions |   |      | Depreciation/AmortizationExpense orAmortization ofLeases |  |   | BalanceSeptember 30,2010 |  
|Net investment in operating leases        |  | $                       | 5,003 |  |                                           | $ | 339  |                                                          |  | $ | (693                     | ) |  | $ | 4,649 | 
|Net investment in direct financing leases |  |                         | 76    |  |                                           |   |     |                                                          |  |   | (41                      | ) |  |   | 35    | 
|Assets held for sale or lease, net        |  |                         | 466   |  |                                           |   | (466 | )                                                        |  |   |                         |   |  |   |      | 
|                                          |  |                         |       |  |                                           |   |      |                                                          |  |   |                          |   |  |   |       | 
|Total                                     |  | $                       | 5,545 |  |                                           | $ | (127 | )                                                        |  | $ | (734                     | ) |  | $ | 4,684 | 
|                                          |  |                         |       |  |                                           |   |      |                                                          |  |   |                          |   |  |   |       | 

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No assets were identified as impaired
during managements review for the respective three and nine months ended September 30, 2010 and 2009. Depreciation expense on property subject to operating leases and property held for lease or sale was $237 thousand and $235 thousand for
the respective three months ended September 30, 2010 and 2009, and was $693 thousand and $823 thousand for the respective nine months ended September 30, 2010 and 2009.

All of the equipment on leases was acquired in the years 1995 through 1997.

Net investment in
operating leases:

Property on operating leases consists of the following (in thousands):



|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------------ | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2009 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2010 |  
|Transportation, rail          |  | $                       | 23,698  |   |           | $ | 45   |                                  |  | $ | 1,214                    |   |  | $ | 24,957  |  
|Material handling             |  |                         | 199     |   |           |   |     |                                  |  |   |                         |   |  |   | 199     |  
|Transportation, other         |  |                         | 285     |   |           |   |     |                                  |  |   |                         |   |  |   | 285     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|                              |  |                         | 24,182  |   |           |   | 45   |                                  |  |   | 1,214                    |   |  |   | 25,441  |  
|Less accumulated depreciation |  |                         | (19,179 | ) |           |   | (693 | )                                |  |   | (920                     | ) |  |   | (20,792 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|Total                         |  | $                       | 5,003   |   |           | $ | (648 | )                                |  | $ | 294                      |   |  | $ | 4,649   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  

The average estimated residual value for assets on operating leases was 15% and 16% of the assets original cost at
September 30, 2010 and December 31, 2009, respectively.

The Partnership earns revenues from certain lease assets based on
utilization of such assets. Such contingent rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $89 thousand
and $114 thousand for the respective three months ended September 30, 2010 and 2009, and $275 thousand and $384 thousand for the respective nine months ended September 30, 2010 and 2009.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

3. Investment in equipment and leases, net (continued):





Net investment in direct
financing leases:

Investment in direct financing leases consists of transportation and ground support equipment. The following lists the
components of the Partnerships investment in direct financing leases as of September 30, 2010 and December 31, 2009 (in thousands):



|                                                             |  |                   |    |   |                  |   |     |  
|------------------------------------------------------------ |  | ----------------- | -- | - | ---------------- | - | --- | -
|                                                             |  | September 30,2010 |    |   | December 31,2009 |  
|Total minimum lease payments receivable                      |  | $                 | 17 |   |                  | $ | 69  |  
|Estimated residual values of leased equipment (unguaranteed) |  |                   | 20 |   |                  |   | 20  |  
|                                                             |  |                   |    |   |                  |   |     |  
|Investment in direct financing leases                        |  |                   | 37 |   |                  |   | 89  |  
|Less unearned income                                         |  |                   | (2 | ) |                  |   | (13 | )
|                                                             |  |                   |    |   |                  |   |     |  
|Net investment in direct financing leases                    |  | $                 | 35 |   |                  | $ | 76  |  
|                                                             |  |                   |    |   |                  |   |     |  

There were no net investments in direct financing leases in non-accrual status as of September 30, 2010 and
December 31, 2009.

At September 30, 2010, the aggregate amounts of future minimum lease payments under operating and direct
financing leases are as follows (in thousands):



|                                      |  |  |  |                 |       |  |                       |   |    |       |  |   |       | 
|------------------------------------- |  |  |  | --------------- | ----- |  | --------------------- | - | -- | ----- |  | - | ----- | 
|                                      |  |  |  | OperatingLeases |       |  | DirectFinancingLeases |   |    | Total | 
|Three months ending December 31, 2010 |  |  |  | $               | 406   |  |                       | $ | 17 |       |  | $ | 423   | 
|Year ending December 31, 2011         |  |  |  |                 | 1,052 |  |                       |   |   |       |  |   | 1,052 | 
|2012                                  |  |  |  |                 | 237   |  |                       |   |   |       |  |   | 237   | 
|                                      |  |  |  |                 |       |  |                       |   |    |       |  |   |       | 
|                                      |  |  |  | $               | 1,695 |  |                       | $ | 17 |       |  | $ | 1,712 | 
|                                      |  |  |  |                 |       |  |                       |   |    |       |  |   |       | 

The Partnership utilizes a straight-line depreciation method for equipment in all of the categories currently in its
portfolio of lease transactions. The useful lives for investment in leases by category are as follows (in years):



|                      |  |            |         | 
|--------------------- |  | ---------- | ------- | 
|Equipment category    |  | UsefulLife |        
|Transportation, rail  |  |            | 30 - 35 | 
|Material handling     |  |            | 7 - 10  | 
|Transportation, other |  |            | 7 - 10  | 

4. Related party transactions:

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

The Partnership Agreement allows for the reimbursement of costs incurred by AFS
in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is
entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment. The Partnership is contingently liable for certain future costs to be incurred by AFS to manage the administrative services
provided to the Partnership.

Each of ATEL Leasing Corporation (ALC) and AFS is a wholly-owned subsidiary of ATEL Capital Group
and performs services for the Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by
AFS.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

4. Related party transactions (continued):





Cost reimbursements to the General
Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon
the type of cost incurred.

As defined in the Partnership agreement, incentive management fees are computed as 4% of distributions of cash
from operations; equipment management fees are computed as 3.5% of gross revenues from operating leases plus 2% of gross revenues from full payout leases.

During the three and nine months ended September 30, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in
thousands):



|                                                           |  |                                 |    |  |                                |   |     |      |  |   |      |  |  |   |     | 
|---------------------------------------------------------- |  | ------------------------------- | -- |  | ------------------------------ | - | --- | ---- |  | - | ---- |  |  | - | --- | 
|                                                           |  | Three Months EndedSeptember 30, |    |  | Nine Months EndedSeptember 30, |  
|                                                           |  | 2010                            |    |  | 2009                           |   |     | 2010 |  |   | 2009 | 
|Cost reimbursements to General Partner                     |  | $                               | 74 |  |                                | $ | 161 |      |  | $ | 228  |  |  | $ | 455 | 
|Equipment and incentive management fees to General Partner |  |                                 | 19 |  |                                |   | 17  |      |  |   | 74   |  |  |   | 56  | 
|                                                           |  |                                 |    |  |                                |   |     |      |  |   |      |  |  |   |     | 
|                                                           |  | $                               | 93 |  |                                | $ | 178 |      |  | $ | 302  |  |  | $ | 511 | 
|                                                           |  |                                 |    |  |                                |   |     |      |  |   |      |  |  |   |     | 

5. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnerships maximum exposure under these arrangements is unknown. However, the Partnership has not had prior
claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The General Partner knows of no facts or
circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are
made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such indemnification obligation become payable, the
Partnership would separately record and/or disclose such liability in accordance with GAAP.

6. Partners capital:

As of September 30, 2010 and December 31, 2009, 12,478,676 Units were issued and outstanding. The Partnership was authorized to issue up to
12,500,000 Units, in addition to the 50 Units issued to the Initial Limited Partners, as defined.

The Partnership has the right, exercisable
at the General Partners discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a U.S. Citizen, for a price equal to 100% of the holders capital account. The Partnership is otherwise permitted, but not
required, to repurchase Units upon a holders request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the
General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase
any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-holder with
respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or
distributions for the quarter in which such repurchase occurs.

As defined in the Limited Partnership Agreement, the Partnerships Net
Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at
zero. In accordance with the terms of the



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

6. Partners capital (continued):





Limited Partnership Agreement,
additional allocations of income were made to AFS during the first nine months of 2010 and for the year ended December 31, 2009. The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end
of the year.

As defined in the Limited Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing are to be
distributed as follows:

Cash from Operations

Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

Cash from Sales and Refinancing

First, 99% to the Limited Partners and 1% to AFS until each Limited Partner has 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; and

Thereafter, 95% to the Limited Partners, 1%
to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

Distributions to the Limited Partners were as follows (in thousands
except units and per unit data):



|                                             |  |                                 |            |  |                                |   |            |      |  |   |            |  |  |   |            | 
|-------------------------------------------- |  | ------------------------------- | ---------- |  | ------------------------------ | - | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                             |  | Three Months EndedSeptember 30, |            |  | Nine Months EndedSeptember 30, |  
|                                             |  | 2010                            |            |  | 2009                           |   |            | 2010 |  |   | 2009       | 
|Distributions                                |  | $                               |           |  |                                | $ |           |      |  | $ | 624        |  |  | $ |           | 
|Weighted average number of Units outstanding |  |                                 | 12,478,676 |  |                                |   | 12,478,676 |      |  |   | 12,478,676 |  |  |   | 12,478,676 | 
|                                             |  |                                 |            |  |                                |   |            |      |  |   |            |  |  |   |            | 
|Weighted average distributions per Unit      |  | $                               |           |  |                                | $ |           |      |  | $ | 0.05       |  |  | $ |           | 
|                                             |  |                                 |            |  |                                |   |            |      |  |   |            |  |  |   |            | 

7. Fair value measurements:

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are
defined as follows:

Level 1  Quoted prices in active markets for identical assets or liabilities. An active market for the asset
or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.

Level 2  Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not
active, and model-based valuations in which all significant inputs are observable in the market.

Level 3  Valuation is modeled
using significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnerships own estimates of assumptions that market participants would use in pricing the asset or liability.

At September 30, 2010 and December 31, 2009, the Partnership had no assets or liabilities that require measurement at fair value on a recurring
or non-recurring basis.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

7. Fair value measurements (continued):





The following disclosure of the
estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the
Partnerships financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Partnerships financial statements and related notes.

The Partnership has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and
consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the
Partnership could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

At September 30, 2010 and December 31, 2009, the only financial instrument reflected on the Partnerships financial statements is its cash
and cash equivalents. Such cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.



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##### Table of Contents



|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,
(MD&A) 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. In particular, the economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in leasing, re-leasing, and disposition of equipment,
and reduced returns on invested capital. The Partnerships performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnerships performance is also subject to risks relating to the value of
its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. 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.

Overview

ATEL Cash Distribution Fund VI, L.P. (the Partnership) is a California partnership that was formed in June 1994 for the purpose of engaging in
the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC
(AFS), a California limited liability company.

The Partnership conducted a public offering of 12,500,000 Limited Partnership
Units (Units), at a price of $10 per Unit. The offering was terminated in November 1996. During early 1997, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of
Units. Subsequently, throughout the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be
distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

The Partnership may continue until
December 31, 2015. Pursuant to the guidelines of the Limited Partnership Agreement (Partnership Agreement), the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period
which ended in December 2002.

As of September 30, 2010, the Partnership remains in its liquidation phase. Accordingly, assets that
mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of
the General Partner.

Results of Operations

The three months ended September 30, 2010 versus the three months ended September 30, 2009

The Partnership had net income of $315 thousand and $106 thousand for the three months ended September 30, 2010 and 2009, respectively. The results for the third quarter of 2010 reflect a decrease in
total operating expenses coupled with an increase in total revenues when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2010 increased by $82 thousand, or 11%, as compared to the prior year period. The growth in revenues was primarily
due to an $84 thousand increase in operating lease revenues. The increase in operating lease revenues was primarily due to the resolution of an item previously held in suspense offset, in part, by a period over period decline in usage-based rental
revenues combined with continued run-off and disposition of lease assets.



14



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##### Table of Contents



Expenses

Total expenses for the third quarter of 2010 decreased by $127 thousand, or 20%, as compared to the prior year period. The net decrease in expenses was
primarily due to decreases in costs reimbursed to AFS and railcar maintenance costs coupled with a favorable period over period change in the provision for doubtful accounts.

The period over period decrease in costs reimbursed to AFS was largely due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the
General Partner; and, railcar maintenance costs declined by $26 thousand as the third quarter of 2009 amount included repairs and maintenance expenses relative to off-lease railcars which were subsequently re-leased in 2010.

Moreover, the provision for doubtful accounts decreased by $12 thousand as a result of a third quarter 2009 reserve established for delinquent railcar
receivables.

The nine months ended September 30, 2010 versus the nine months ended September 30, 2009

The Partnership had net income of $431 thousand and $177 thousand for the nine months ended September 30, 2010 and 2009,
respectively. The results for the first nine months of 2010 reflect a decrease in total operating expenses offset, in part, by a decline in total revenues when compared to the prior year period.

Revenues

Total revenues for the first
nine months of 2010 decreased by $82 thousand, or 4%, as compared to the prior year period. The decline was primarily due to decreases in operating lease revenues and gains recognized on sales of lease assets.

Operating lease revenues decreased by $50 thousand primarily due to a period over period decline in usage-based rental revenues combined with continued
run-off and disposition of lease assets. These decreases in operating lease revenues were offset, in part, by an increase resulting from the resolution of certain items previously held in suspense.

Gains on sales of lease assets declined by $22 thousand as fewer railcar units were disposed of at prices similar to those of the prior year period,
coupled with the period over period change in the mix of assets sold.

Expenses

Total expenses for the first nine months of 2010 decreased by $336 thousand, or 17%, as compared to the prior year period. The net decline in expenses was
primarily due to decreases in costs reimbursed to AFS, depreciation expense and railcar maintenance costs offset, in part, by increases in other expense and other management fees.

Costs reimbursed to AFS declined by $227 thousand largely due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General
Partner; and, depreciation expense decreased by $130 thousand mainly as a result of continued run-off and disposition of lease assets. In addition, railcar maintenance costs declined by $38 thousand as the prior year period amount included repairs
and maintenance expenses relative to off-lease railcars which were subsequently re-leased in 2010.

Partially offsetting the aforementioned
decreases in expenses were increases in other expense and other management fees totaling $26 thousand and $19 thousand, respectively. The increase in other expense was largely due to higher printing, postage and photocopying costs related to
investor communications, as well as higher railcar storage fees; and, the increase in other management fees was primarily a result of an increase in the number of railcars managed by a third party manager as inventoried railcars were re-leased
during the first nine months of 2010.

Capital Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the partners and to the
extent expenses exceed cash flows from leases and proceeds from asset sales.



15



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##### Table of Contents



The primary source of liquidity for
the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnerships success in remarketing or
selling the equipment as it comes off rental.

The changes in the Partnerships cash flow for the three and nine months ended
September 30, 2010 as compared to the three and nine months ended September 30, 2009 are as follows:

The three months ended
September 30, 2010 versus the three months ended September 30, 2009



| |  |  | Operating Activities
| | - |  | --------------------

Cash provided by operating activities for the third quarter of 2010 decreased by $29 thousand, or 8%, as compared to the prior year period. The net decrease in cash flow was primarily attributable to an
unfavorable year over year three-month change in accounts payable and accrued liabilities coupled with an unfavorable change in accounts receivable offset, in part, by an increase in net operating results as adjusted for non-cash items, such as
gains on sales of assets and depreciation expense.

The unfavorable change in accounts payable and accrued liabilities reduced
cash flow by $207 thousand and was largely due to the resolution of an item previously held in suspense. The change in accounts receivable further reduced cash flow by $52 thousand and was primarily a result of a higher amount of prior quarter
accruals collected during the third quarter of 2009 as compared to the current year quarter.

As a partial offset, the increase
in net operating results as adjusted for non-cash items improved cash flow by $200 thousand. The increase was mainly a result of an increase in operating lease revenues coupled with decreases in costs reimbursed to the Managing Member.



| |  |  | Investing Activities
| | - |  | --------------------

Cash provided by investing activities for the third quarter of 2010 decreased by $13 thousand, or 16%, as compared to the prior year period. The decrease in cash flow was mainly due to $45 thousand of
capitalized improvement costs associated with certain railcars offset by a $32 thousand period over period increase in proceeds from sales of lease assets, which increased largely due to the change in the mix of assets sold.



| |  |  | Financing Activities
| | - |  | --------------------

The Partnership had no financing activities during the third quarters of 2010 and 2009.

The nine months ended September 30, 2010 versus the nine months ended September 30, 2009



| |  |  | Operating Activities
| | - |  | --------------------

Cash provided by operating activities for the first nine months of 2010 decreased by $161 thousand, or 17%, as compared to the prior year period. The net decrease in cash flow was primarily attributable
to an unfavorable year over year nine-month change in accounts payable and accrued liabilities, and an unfavorable change in accounts receivable offset, in part, by an increase in net operating results as adjusted for non-cash items, such as gains
on sales of assets and depreciation expense.

The unfavorable change in accounts payable and accrued liabilities reduced cash
flow by $185 thousand. It was largely due to the resolution of an item previously held in suspense. Likewise, the unfavorable change in accounts receivable reduced cash by $145 thousand. The decrease was primarily a result of a higher level of
billings accrued at September 30, 2010, combined with a lower amount of prior year accruals collected in the first nine months of 2010.

As a partial offset, the increase in net operating results as adjusted for non-cash items improved cash flow by $160 thousand. The increase was mainly due to lower costs reimbursed to AFS offset, in part,
by a decline in operating lease revenues.



16



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##### Table of Contents



| |  |  | Investing Activities
| | - |  | --------------------

Cash provided by investing activities for the first nine months of 2010 decreased by $81 thousand, or 24%, as compared to the prior year period. The decrease in cash flow was mainly due to $45 thousand of
capitalized improvement costs associated with certain railcars offset by a $36 thousand decrease in proceeds from sales of lease assets, which decreased as fewer railcar units were sold at prices similar to those realized in the prior year period,
coupled with the change in the mix of assets sold.



| |  |  | Financing Activities
| | - |  | --------------------

Cash used in financing activities during the first nine months of 2010 increased by $630 thousand when compared to the prior year period. The increase represents first half 2010 distributions paid to both
the Limited Partners and the General Partner totaling $624 thousand and $6 thousand, respectively. There were no distributions paid during the first half of 2009.

In a normal economy, if inflation in the general economy becomes significant, it may affect the Partnership in as much 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. In
addition, if interest rates increase significantly under such circumstances, 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. Conversely, should interest rates remain low or decrease, the rates that the Partnership can obtain on renewals, or future lease or financing transactions will be expected to remain constant or decline. Leases already in place, for the
most part, would not be affected by changes in interest rates.

The Partnership currently has available adequate reserves to meet its
immediate cash requirements and those of the next twelve months, 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. AFS
envisions no such requirements for operating purposes.

The Partnership commenced periodic distributions, based on cash flows from operations,
beginning with the month of January 1995.

At September 30, 2010, the Partnership had no commitments to purchase leased assets and
pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

Critical Accounting Policies and
Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. On an on-going basis, the Partnership evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes
to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.

The Partnerships critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes to the Partnerships
critical accounting policies since December 31, 2009.



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|Item 4. | Controls and Procedures.
|------- | ------------------------

Evaluation of disclosure controls and procedures

The Partnerships General Partners President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (Management),
evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnerships disclosure
controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, which is responsible for providing the Partnership with financial
statements in accordance with generally accepted accounting principles in the United States. The General Partners disclosure controls and procedures, as it is applicable to the Partnership, were effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partners internal control over financial reporting, as it is applicable to the Partnership, during the quarter
ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the General Partners internal control over financial reporting, as it is applicable to the Partnership.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the
ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships
financial position or results of operations.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



|Item 4. | [Reserved].
|------- | -----------



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a
part of this report:



| | 1. | Financial Statement Schedules
| | -- | -----------------------------

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



| | 2. | Other Exhibits
| | -- | --------------

31.1    Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash

31.2    Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi

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

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



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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, 2010



|    |  |                               |  |                                      |  |                                                                                              
|--- |  | ----------------------------- |  | ------------------------------------ |  | ---------------------------------------------------------------------------------------------
|    |  |                               |  | ATEL CASH DISTRIBUTION FUND VI, L.P.
|    |  |                               |  | (Registrant)                        
|    |  |                               | 
|By: |  | ATEL Financial Services, LLC  |  |                                      |  |                                                                                              
|    |  | General Partner of Registrant |  |                                      |  |                                                                                              
|    |  |                               |  | By:                                  |  | /s/ Dean L. Cash                                                                             
|    |  |                               |  |                                      |  | Dean L. Cash,                                                                                
|    |  |                               |  |                                      |  | President and Chief Executive Officer of ATEL Financial                                      
|    |  |                               |  |                                      |  | Services, LLC (General Partner)                                                              
|    |  |                               | 
|    |  |                               |  | By:                                  |  | /s/ Paritosh K. Choksi                                                                       
|    |  |                               |  |                                      |  | Paritosh K. Choksi,                                                                          
|    |  |                               |  |                                      |  | Executive Vice President and Chief Financial Officer and                                     
|    |  |                               |  |                                      |  | Chief Operating Officer of ATEL Financial Services, LLC                                      
|    |  |                               |  |                                      |  | (General Partner)                                                                            
|    |  |                               | 
|    |  |                               |  | By:                                  |  | /s/ Samuel Schussler                                                                         
|    |  |                               |  |                                      |  | Samuel Schussler,                                                                            
|    |  |                               |  |                                      |  | Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)



20