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 June 30, 2002

                 |_|      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



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

                                                 2002              2001
                                                 ----              ----
Cash and cash equivalents                         $ 505,702          $ 701,012

Accounts receivable, net of allowance
   for doubtful accounts of $881,254
   in 2002 and $861,254 in 2001                   3,936,484          7,200,988

Investments in leases                            53,361,483         57,939,842
                                           ----------------- ------------------
Total assets                                   $ 57,803,669        $65,841,842
                                           ================= ==================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                               $16,708,631        $21,712,993

Line of credit                                    8,000,000          4,500,000

Accounts payable:
   General Partner                                  397,152            208,687
   Other                                            451,554            585,993

Accrued interest payable                            148,565            762,476

Unearned operating lease income                      48,794             63,013
                                           ----------------- ------------------
Total liabilities                                25,754,696         27,833,162
Partners' capital:
     General Partner                                      -                  -
     Limited Partners                            32,048,973         38,008,680
                                           ----------------- ------------------
Total partners' capital                          32,048,973         38,008,680
                                           ----------------- ------------------
Total liabilities and partners' capital        $ 57,803,669        $65,841,842
                                           ================= ==================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Six Months                          Three Months
                                                  Ended June 30,                       Ended June 30,
                                                  --------------                       --------------
                                              2002               2001              2002              2001
                                              ----               ----              ----              ----
Revenues:
Leasing activities:
<S>                                           <C>               <C>               <C>                <C>
   Operating lease revenues                   $ 6,809,411       $ 8,903,137       $ 3,553,607        $ 4,542,267
   Direct financing leases                         89,633            92,663            35,727             40,401
   Loss on sales of assets                       (357,739)         (204,900)          (74,459)          (303,321)
Interest income                                     2,992            39,121             1,044             13,225
Other                                              32,177             8,957            31,283              1,160
                                        ------------------ ----------------- ----------------- ------------------
                                                6,576,474         8,838,978         3,547,202          4,293,732
Expenses:
Depreciation and amortization                   3,577,053         4,790,040         1,794,093          2,374,269
Interest                                          925,697         1,175,687           410,475            535,308
Equipment and incentive management fees           414,590           454,693           103,425            165,796
Cost reimbursements to General Partner            397,686           404,920           179,157            237,088
Other                                             267,961           292,685           197,358            211,242
Railcar maintenance                               211,083           138,283           113,737             79,002
Professional fees                                  92,467            77,090            32,576             49,724
Provision for doubtful accounts                    20,000                 -            20,000                  -
                                        ------------------ ----------------- ----------------- ------------------
                                                5,906,537         7,333,398         2,850,821          3,652,429
                                        ------------------ ----------------- ----------------- ------------------
Net income                                      $ 669,937       $ 1,505,580         $ 696,381          $ 641,303
                                        ================== ================= ================= ==================
Net income:
     General partner                             $ 65,841          $ 15,056          $ 32,824            $ 6,413
     Limited partners                             604,096         1,490,524           663,557            634,890
                                        ------------------ ----------------- ----------------- ------------------
                                                $ 669,937       $ 1,505,580         $ 696,381          $ 641,303
                                        ================== ================= ================= ==================
Weighted average number of units
   outstanding                                 12,495,063        12,500,050        12,490,076         12,500,050

Net income per limited partnership unit             $0.05             $0.31             $0.05              $0.03
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2002
                                   (Unaudited)


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

<S>                                                            <C>             <C>                        <C>        <C>
Balance December 31, 2001                                      12,500,050      $ 38,008,680               $ -        $38,008,680
Repurchase of limited partnership units                            (9,974)           (3,907)                              (3,907)
Distributions to partners                                                        (6,559,896)          (65,841)        (6,625,737)
Net income                                                                          604,096            65,841            669,937
                                                        ------------------ ----------------- ----------------- ------------------
Balance June 30, 2002                                          12,490,076      $ 32,048,973               $ -        $32,048,973
                                                        ================== ================= ================= ==================
</TABLE>

                             See accompanying notes.



                                       5
<PAGE>

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months                          Three Months
                                                                  Ended June 30,                       Ended June 30,
                                                                  --------------                       --------------
                                                              2002               2001              2002              2001
                                                              ----               ----              ----              ----
Operating activities:
<S>                                                             <C>             <C>                 <C>                <C>
Net income                                                      $ 669,937       $ 1,505,580         $ 696,381          $ 641,303
Adjustments to reconcile net income to net
   cash provided by operations
   Depreciation and amortization                                3,577,053         4,790,040         1,794,093          2,374,269
   Loss (gain) on sales of assets                                 357,739           204,900            74,459            303,321
   Provision for doubtful accounts                                 20,000                 -            20,000                  -
Changes in operating assets and liabilities:
      Accounts receivable                                      (1,555,496)       (2,268,894)       (1,293,227)        (1,045,143)
      Accounts payable, general partner                           188,465          (164,758)          112,988            (71,112)
      Accounts payable, other                                    (134,439)          231,034            (6,328)            (6,788)
      Accrued interest expense                                    375,164           583,503           130,617            239,899
      Unearned lease income                                       (14,219)          (44,362)          (64,696)           (23,829)
                                                        ------------------ ----------------- ----------------- ------------------

Net cash provided by operating activities                       3,484,204         4,837,043         1,464,287          2,411,920
                                                        ------------------ ----------------- ----------------- ------------------

Investing activities:
Proceeds from sales of assets                                     470,036         1,943,083           107,587          1,795,005
Reduction in net investment in direct
   financing leases                                               173,531           153,048           117,690            103,563
Purchase of equipment on operating leases                               -            (5,452)                -             (5,452)
                                                        ------------------ ----------------- ----------------- ------------------

Net cash provided by investing activities                         643,567         2,090,679           225,277          1,893,116
                                                        ------------------ ----------------- ----------------- ------------------
</TABLE>



                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    Six Months                          Three Months
                                                                  Ended June 30,                       Ended June 30,
                                                                  --------------                       --------------
                                                              2002               2001              2002              2001
                                                              ----               ----              ----              ----
<S>                                                             <C>             <C>                 <C>                <C>
Financing activities:
Distributions to partners                                      (6,625,737)       (6,680,069)       (3,311,551)        (3,280,319)
Borrowings on line of credit                                    4,500,000         2,000,000         2,500,000          1,000,000
Repayment of line of credit                                    (1,000,000)       (1,000,000)       (1,000,000)        (1,000,000)
Repayment of long-term non-recourse debt                       (1,193,437)       (2,540,566)         (350,215)        (1,090,885)
Repurchase of limited partnership units                            (3,907)                -            (3,907)                 -
                                                        ------------------ ----------------- ----------------- ------------------

Net cash provided by financing activities                      (4,323,081)       (8,220,635)       (2,165,673)        (4,371,204)
                                                        ------------------ ----------------- ----------------- ------------------

Net decrease in cash and cash equivalents                        (195,310)       (1,292,913)         (476,109)           (66,168)
Cash at beginning of period                                       701,012         1,947,276           981,811            720,531
                                                        ------------------ ----------------- ----------------- ------------------
Cash at end of period                                           $ 505,702         $ 654,363         $ 505,702          $ 654,363
                                                        ================== ================= ================= ==================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                        $ 550,533         $ 592,184         $ 279,858          $ 295,409
                                                        ================== ================= ================= ==================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service
   per lease and debt agreement:
Accrued interest payable                                       $ (989,075)      $(1,404,335)              $ 0                $ 0
Non-recourse debt                                              (3,810,925)       (3,395,665)                -                  -
                                                        ------------------ ----------------- ----------------- ------------------
Accounts receivable                                           $(4,800,000)      $(4,800,000)              $ 0                $ 0
                                                        ================== ================= ================= ==================
</TABLE>

                             See accompanying notes.





                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (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.

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
                                                                 Expense or         Reclass-
                                             December 31,       Amortization      ifications &        June 30,
                                                 2001            of Leases        Dispositions          2002
                                                 ----            ---------      - -------------         ----
<S>                                             <C>                <C>               <C>                <C>
Net investment in operating leases              $ 55,447,510       $(3,495,420)      $(2,979,338)       $48,972,752
Net investment in direct financing leases            921,543          (173,531)             (500)           747,512
Assets held for sale or lease                      1,134,488                 -         2,152,065          3,286,553
Residual interests                                    34,161                 -                (2)            34,159
Reserve for losses                                  (188,009)                -                 -           (188,009)
Initial direct costs, net of accumulated
   amortization                                      590,149           (81,633)                -            508,516
                                           ------------------ ----------------- ----------------- ------------------
                                                $ 57,939,842       $(3,750,584)       $ (827,775)       $53,361,483
                                           ================== ================= ================= ==================
</TABLE>







                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                   Reclassifications &     Balance
                                 December 31,                        Dispositions         June 30,
                                                                     ------------
                                     2001           1st Quarter       2nd Quarter           2002
                                     ----           -----------       -----------           ----
<S>                                 <C>                <C>               <C>                <C>
Transportation                      $ 82,924,093       $(1,174,264)      $(2,942,406)       $78,807,423
Construction                          19,955,096                 -                 -         19,955,096
Materials handling                    10,062,364          (586,841)         (501,012)         8,974,511
Office automation                      1,503,725                 -                 -          1,503,725
Other                                  1,042,203          (278,949)           (5,500)           757,754
Manufacturing                            288,768          (210,284)                -             78,484
                               ------------------ ----------------- ----------------- ------------------
                                     115,776,249        (2,250,338)       (3,448,918)       110,076,993
Less accumulated depreciation        (60,328,739)         (184,861)         (590,641)       (61,104,241)
                               ------------------ ----------------- ----------------- ------------------
                                    $ 55,447,510       $(2,435,199)      $(4,039,559)       $48,972,752
                               ================== ================= ================= ==================
</TABLE>

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

At June 30, 2002, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                                Direct
                                            Operating         Financing
                                             Leases             Leases            Total
<S>                                           <C>                 <C>             <C>
   Six months ending December 31, 2002        $ 3,518,302         $ 171,523       $ 3,689,825
         Year ending December 31, 2003          3,848,594           184,227         4,032,821
                                  2004          3,020,892           110,823         3,131,715
                                  2005          2,701,032            98,760         2,799,792
                                  2006          1,623,020            98,760         1,721,780
                            Thereafter         10,520,601            98,760        10,619,361
                                        ------------------ ----------------- -----------------
                                             $ 25,232,441         $ 762,853      $ 25,995,294
                                        ================== ================= =================
</TABLE>








                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


4.  Non-recourse debt:

Notes  payable  to  financial  institutions  are  due  in  varying  monthly  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 12.22%.

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


<TABLE>
<CAPTION>
                                            Principal          Interest           Total
<S>                                             <C>               <C>             <C>
   Six months ending December 31, 2002          $ 739,071         $ 400,334       $ 1,139,405
         Year ending December 31, 2003          5,486,383         1,237,053         6,723,436
                                  2004            821,505           633,381         1,454,886
                                  2005            476,034           591,844         1,067,878
                                  2006            679,762           548,359         1,228,121
                            Thereafter          8,505,876         2,493,685        10,999,561
                                        ------------------ ----------------- -----------------
                                             $ 16,708,631       $ 5,904,656      $ 22,613,287
                                        ================== ================= =================
</TABLE>


5.  Related party transactions:

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

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Partnership  Agreement  during the six
month periods ended June 30, 2002 and 2001 as follows:

<TABLE>
<CAPTION>
                                                             2002              2001
                                                             ----              ----
<S>                                                           <C>                <C>
Incentive management fees and equipment management fees       $ 414,590          $ 454,693

Reimbursement of administrative costs                           397,686            404,920
                                                       ----------------- ------------------
                                                              $ 812,276          $ 859,613
                                                       ================= ==================
</TABLE>






                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


6. Partner's capital:

As  of  June  30,  2002,   12,490,076  Units   ($124,900,760)  were  issued  and
outstanding.  The Fund's registration statement with the Securities and Exchange
Commission became effective  November 23, 1994 and its offering was concluded on
November 23,  1996.  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 8% 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.



                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on June 28,  2004.  As of June 30, 2002,  borrowings  under the facility
were as follows:
<TABLE>
<CAPTION>

<S>                                                                                                <C>
Amount  borrowed by the Partnership under the acquisition facility                                 $   8,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                           15,000,000
                                                                                                  ---------------
Total borrowings under the acquisition facility                                                       23,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                -
                                                                                                  ---------------
Total outstanding balance                                                                          $  23,000,000
                                                                                                  ===============

Total available under the line of credit                                                           $  43,654,928
Total outstanding balance                                                                            (23,000,000)
                                                                                                  ---------------
Remaining availability                                                                             $  20,654,928
                                                                                                  ===============
</TABLE>


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

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2002.


8. Subsequent event:

In July 2002,  the  Partnership  sold a significant  portion of its lease assets
prior to the maturity of the initial  lease terms.  The assets had been on lease
to Tarmac America,  Inc. and Exxon/Mobil.  The information  below summarizes the
sales transactions.

<TABLE>
<CAPTION>
                                          Tarmac          Exxon/Mobil          Total
<S>                                        <C>              <C>               <C>
Original cost of equipment                 $ 6,229,654      $ 15,855,322      $ 22,084,976
Net book value of assets at date of sale   $ 2,770,199      $ 11,962,797      $ 14,732,996
Sales price                                $ 2,959,134      $ 13,662,372      $ 16,621,506
Non-recourse debt repaid at time of sale   $ 1,357,281      $ 10,120,304      $ 11,477,585
Net cash received from sale                $ 1,601,853       $ 3,542,068       $ 5,143,921
Gain realized on sale                        $ 188,935       $ 1,699,575       $ 1,888,510
</TABLE>


                                       12
<PAGE>

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

Capital Resources and Liquidity

During the first half of 2002, the  Partnership's  primary activity was engaging
in equipment leasing activities.

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

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on June 28,  2004.  As of June 30, 2002,  borrowings  under the facility
were as follows:

<TABLE>
<CAPTION>

<S>                                                                                                <C>
Amount  borrowed by the Partnership under the acquisition facility                                 $   8,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                           15,000,000
                                                                                                  ---------------
Total borrowings under the acquisition facility                                                       23,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                -
                                                                                                  ---------------
Total outstanding balance                                                                          $  23,000,000
                                                                                                  ===============

Total available under the line of credit                                                           $  43,654,928
Total outstanding balance                                                                            (23,000,000)
                                                                                                  ---------------
Remaining availability                                                                             $  20,654,928
                                                                                                  ===============
</TABLE>

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

The Partnership  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.



                                       13
<PAGE>

As of June 30, 2002, the Partnership had borrowed  $100,521,405 with a remaining
unpaid  balance of  $16,708,631.  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.  There were no such  commitments as of
June 30, 2002.

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.


Cash Flows, 2002 vs. 2001:

Six months:

In 2002 and 2001,  the  Partnership's  primary  source  of cash was  rents  from
operating  leases.  Cash  provided by operations  decreased by $1,352,839  (from
$4,837,043 in 2001 to $3,484,204 in 2002).

The most significant  source of cash from investing  activities in 2002 and 2001
was proceeds from sales of lease assets. Cash flows from direct financing leases
were not as significant in either period.

In 2002  and  2001,  the only  source  of cash  from  financing  activities  was
borrowings on the line of credit.  Payments of non-recourse  debt have decreased
as a result of scheduled debt payments over the last year.

Three months:

Operating lease rents were the primary source of cash from operating  activities
in 2002 and 2001.

As noted above for the six month  period,  proceeds  from asset sales and direct
financing lease rents were the only sources of cash from investing activities in
2002 and 2001.

In 2002 and 2001,  the only  financing  source of cash was the amounts  borrowed
under the line of credit.  Debt  payments  have  decreased  for the same reasons
noted above for the six month periods.


Results of operations

In 2002, operations resulted in net income of $669,931 (six months) and $696,381
(three months).  In 2001,  operations  resulted in net income of $1,505,580 (six
months)  and  $641,303  (three  months).  The  Partnership's  primary  source of
revenues  is from  operating  leases.  This is expected to remain true in future
periods.  Gains  and  losses on sales of lease  assets  are not  expected  to be
consistent  from one  period to  another.  Depreciation  expense  is the  single
largest  expense  of the  Partnership  and is  expected  to  remain so in future
periods.  Operating lease rents and depreciation  expense decreased  compared to
2001 due to sales of lease  assets over the last year.  As  Interest  expense is
related to the borrowings under the line of credit and non-recourse debt and has
decreased because of decreased debt balances compared to 2001.



                                       14
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

Quaker Coal Company:

On December 31, 1997,  Quaker Coal Company,  one of the  Partnership's  lessees,
requested a moratorium  on lease  payments  from January  through March 1998. No
lease  payments were made by the lessee  through June of 1998,  and as a result,
the General  Partner  declared  the lease in default.  Subsequently,  the lessee
cured the outstanding payments and eventually satisfied  substantially all lease
payments due under the lease;  however, the General Partner refused to waive the
default and insisted on contractual  damages.  The General  Partner filed a suit
against the lessee for its  contractual  damages in the U.S.  District  Court of
Northern  California  (the  "Court").  On June 16,  2000,  the lessee  filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements included in Part II,
Item 8.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The  Partnership  succeeded in securing the return of its  equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

Upon the termination of the debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001.  The results of the vote were that  American  Electric  Power's
("AEP") Plan of Reorganization ("AEP Plan") was successful.  Under the AEP Plan,
the claim of the  Partnership  has been  assigned to a  liquidating  trustee for
resolution and satisfaction from the debtor's estate.

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating trustee in the amount of $1.2 million in partial satisfaction of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.

Elkay Mining Company:

On December  17,  1999,  Elkay  Mining  Company,  a  subsidiary  of The Pittston
Company, filed a suit for declaratory relief in response to a notice of event of
default sent by the  Partnership.  The dispute  surrounds  the  treatment by the
lessee of a defect in the leased  equipment,  and the lessee's failure to notify
that lessor of the defect in the equipment.  All lease payments under that lease
were made in a timely  manner,  and the equipment was returned and liquidated by
the  Partnership  for  $112,501.04,  which is  approximately  6% of the original
equipment cost. The Partnership  believes that it has suffered  damages and loss
as a  result  of  actions  of the  lessee,  in the  amount  of  $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated  damages due under the lease.  This matter has been litigated
and the parties are awaiting decision from the Court.

The General  Partner has filed for  arbitration  against  the  guarantor  in San
Francisco,  as mandated by the lease. The General Partner believes that it has a
reasonable  basis  for  prevailing  with  respect  to  this  matter,   and  will
aggressively assert its defense. Applied Magnetics Corporation:



                                       15
<PAGE>

In  January  2000,  Applied  Magnetics  Corporation  filed for  protection  from
creditors  under Chapter 11 of the U. S.  Bankruptcy  Code. The  Partnership had
assets  with a total net book value of  $5,113,290  leased to Applied  Magnetics
Corporation  at the  bankruptcy  filing date.  On January 31, 2000,  the General
Partner was  appointed to the Official  Committee  of  Unsecured  Creditors  and
served as the Chairperson of the Committee.  Procedures were quickly  undertaken
for the  liquidation  of the  Partnership's  leased  equipment,  which  proceeds
resulted in the  satisfaction of a portion of the  non-recourse  debt secured by
the equipment. As of November 1, 2000, liquidation of the assets was completed.

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

On February 13, 2002, the reorganized  Debtor filed a notice of objection to the
Funds claim due to duplication  and an improper  liquidated  damages  provision,
which the Funds intend to dispute.

The Partnership  anticipates  additional amounts may be recoverable  through its
equity interests in the reorganized  lessee's business,  however, any recoveries
above the amounts received upon liquidation of the  Partnership's  equipment are
highly uncertain and speculative.


Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                   (a)Documents filed as a part of this report

                   1.  Financial Statements

                       Included in Part I of this report: Balance Sheets, June
                       30, 2002 and December 31, 2001.
                       Statements of operations for the six and three month
                         periods ended June 30, 2002 and 2001.
                       Statement of changes in partners' capital for the six
                         month period ended  June 30, 2002.
                       Statements of cash flows for the six and three month
                         periods ended June 30, 2002 and 2001.
                       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


                                       16
<PAGE>

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


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

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

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


/s/ DEAN L. CASH
-------------------------------------
Dean L. Cash President and Chief Executive
Officer of General Partner
August 14, 2002

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


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

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

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


/s/ PARITOSH K. CHOKSI
-------------------------------------
Paritosh K. Choksi Executive Vice President of General
Partner, Principal financial officer of registrant
August 14, 2002


                                       17
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:
August 14, 2002

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



              By: ATEL Financial Services, LLC
                  General Partner of Registrant




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




              By: /s/ PARITOSH K. CHOKSI
                  -------------------------------------
                  Paritosh K. Choksi
                  Executive Vice President of
                  General Partner, Principal
                  financial officer of registrant



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


                                       18
<PAGE>