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, 2003

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

                        Commission File Number 000-28368

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

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

     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

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

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

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

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


                                     ASSETS

                                                    2003             2002
Cash and cash equivalents                          $ 1,806,014        $ 861,707

Accounts receivable, net of allowance for
   doubtful accounts of $230,000
   in 2003 and $861,254 in 2002                        811,884        4,572,615

Investments in leases                               26,576,129       29,191,076
                                               ---------------- ----------------
Total assets                                       $29,194,027      $34,625,398
                                               ================ ================


                        LIABILITIES AND PARTNERS' CAPITAL


Lines of credit                                      4,000,000        5,100,000

Non-recourse debt                                    $ 468,591      $ 4,853,239

Accounts payable:
   General Partner                                      83,721           29,145
   Other                                               396,824          570,779

Accrued interest payable                                 2,940          395,555

Unearned operating lease income                        212,778           69,132
                                               ---------------- ----------------
Total liabilities                                    5,164,854       11,017,850
Partners' capital:
     General Partner                                         -                -
     Limited Partners                               24,029,173       23,607,548
                                               ---------------- ----------------
Total partners' capital                             24,029,173       23,607,548
                                               ---------------- ----------------
Total liabilities and partners' capital            $29,194,027      $34,625,398
                                               ================ ================



                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months                         Three Months
                                                                     Ended June 30,                      Ended June 30,
Revenues:                                                        2003              2002              2003             2002
   Leasing activities:
<S>                                                             <C>                <C>              <C>              <C>
      Operating leases                                          $ 3,946,146        $ 6,809,411      $ 1,509,248      $ 3,553,607
      Direct financing leases                                       415,085             89,633          202,422           35,727
      Gain (loss) on sales of assets                                556,699           (357,739)         628,682          (74,459)
Interest                                                              2,090              2,992            1,024            1,044
Other                                                                22,751             32,177            8,921           31,283
                                                           ----------------- ------------------ ---------------- ----------------
                                                                  4,942,771          6,576,474        2,350,297        3,547,202
Expenses:
Depreciation and amortization                                     1,927,115          3,577,053          930,577        1,794,093
Cost reimbursements to General Partner                              386,670            397,686          214,923          179,157
Equipment and incentive management
  fees to General partner                                           262,330            414,590           77,766          103,425
Interest expense                                                    226,708            925,697           43,580          410,475
Railcar maintenance                                                 190,755            211,083          128,164          113,737
Professional fees                                                    58,692             92,467           33,532           32,576
(Recovery of) provision for  doubtful accounts                     (417,099)            20,000          (50,000)          20,000
Other                                                               475,856            267,961          347,886          197,358
                                                           ----------------- ------------------ ---------------- ----------------
                                                                  3,111,027          5,906,537        1,726,428        2,850,821
                                                           ----------------- ------------------ ---------------- ----------------
Net income:                                                     $ 1,831,744          $ 669,937        $ 623,869        $ 696,381
                                                           ================= ================== ================ ================

Net income:
   General Partner                                                 $ 46,866           $ 65,841              $ -         $ 32,824
   Limited Partners                                               1,784,878            604,096          623,869          663,557
                                                           ----------------- ------------------ ---------------- ----------------
                                                                $ 1,831,744          $ 669,937        $ 623,869        $ 696,381
                                                           ================= ================== ================ ================

Net income per Limited Partnership Unit                              $ 0.14             $ 0.05           $ 0.05           $ 0.05
Weighted average number of Units outstanding                     12,490,076         12,495,063       12,490,076       12,490,076
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                                SIX MONTH PERIOD
                               ENDED JUNE 30, 2003
                                   (Unaudited)

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

<S>                             <C>              <C>                       <C>      <C>
Balance December 31, 2002       12,490,076       $ 23,607,548              $ -      $23,607,548
Distributions to partners                -         (1,363,253)         (46,866)      (1,410,119)
Net income                               -          1,784,878           46,866        1,831,744
                          ----------------- ------------------ ---------------- ----------------
Balance June 30, 2003           12,490,076       $ 24,029,173              $ -      $24,029,173
                          ================= ================== ================ ================
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Six Months                        Three Months
                                                                      Ended June 30,                     Ended June 30,
                                                                 2003              2002              2003             2002
Operating activities:
<S>                                                             <C>                  <C>              <C>              <C>
Net income:                                                     $ 1,831,744          $ 669,937        $ 623,869        $ 696,381
Adjustment to reconcile net income to
   cash provided by operating activities;
   Depreciation and amortization                                  1,927,115          3,577,053          930,577        1,794,093
   (Gain) loss on sales of assets                                  (556,699)           357,739         (628,682)          74,459
   (Recovery of) provision for doubtful accounts                   (417,100)            20,000          (50,001)          20,000
   Changes in operating assets and liabilities:
      Accounts receivable                                          (622,169)        (1,555,496)          93,877       (1,293,227)
      Accounts payable, General Partner                              54,576            188,465          (80,031)         112,988
      Accounts payable, other                                      (173,951)          (134,439)        (451,560)          (6,328)
      Accrued interest payable                                      130,419            375,164             (173)         130,617
      Unearned lease income                                         143,646            (14,219)             977          (64,696)
                                                           ----------------- ------------------ ---------------- ----------------
Net cash provided by operations                                   2,317,581          3,484,204          438,853        1,464,287
                                                           ----------------- ------------------ ---------------- ----------------

Investing activities:
Proceeds from sales of assets                                     1,086,800            470,036          984,676          107,587
Reduction of net investment in direct
  financing leases                                                  157,731            173,531         (153,264)         117,690
                                                           ----------------- ------------------ ---------------- ----------------
Net cash provided by investing activities                         1,244,531            643,567          831,412          225,277
                                                           ----------------- ------------------ ---------------- ----------------

Financing activities:
Distributions to partners                                        (1,410,119)        (6,625,737)             399       (3,311,551)
Repayments of non-recourse debt                                    (107,682)        (1,193,437)         (49,516)        (350,215)
Repayments of borrowings under line of credit                    (1,100,000)        (1,000,000)        (600,000)      (1,000,000)
Borrowings under line of credit                                           -          4,500,000                -        2,500,000
Repurchase of limited partnership units                                   -             (3,907)               -           (3,907)
                                                           ----------------- ------------------ ---------------- ----------------
Net cash used in financing activities                            (2,617,801)        (4,323,081)        (649,117)      (2,165,673)
                                                           ----------------- ------------------ ---------------- ----------------

Net increase (decrease) in cash and
  cash equivalents                                                  944,311           (195,310)         621,148         (476,109)
Cash and cash equivalents at beginning
  of period                                                         861,707            701,012        1,184,870          981,811
                                                           ----------------- ------------------ ---------------- ----------------
Cash and cash equivalents at end of period                      $ 1,806,018          $ 505,702      $ 1,806,018        $ 505,702
                                                           ================= ================== ================ ================

Supplemental disclosures of cash
  flow information
Cash paid during the period for interest                           $ 96,289          $ 550,533         $ 43,753        $ 279,858
                                                           ================= ================== ================ ================

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

                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form 10-Q and Article 10 of  Regulation  S-X. The
unaudited interim financial statements reflect all adjustments which are, in the
opinion of the General  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 financial statements and notes
thereto  contained  in the report on Form 10-K for the year ended  December  31,
2002, filed with the Securities and Exchange Commission.


2.  Organization and partnership matters:

ATEL Cash  Distribution  Fund VI, L.P. (the  Partnership),  was formed under the
laws of the State of California on June 29 , 1994,  for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 3,
1995, the Partnership commenced operations.

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

ATEL Financial Services,  LLC, an affiliated entity, acts as the General Partner
of the Partnership.


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                               Depreciation
                                                               Balance          Expense and        Reclassi-         Balance
                                                             December 31,      Amortization      fications and      June 30,
                                                                 2002            of Leases       Dispositions         2003
<S>                                                            <C>                 <C>              <C>              <C>
Net investment in operating leases                             $ 26,371,335        $(1,907,182)     $(3,729,130)     $20,735,023
Net investment in direct financing leases                         4,108,968           (157,731)          (4,650)       3,946,587
Assets held for sale or lease                                     3,406,389                  -       (1,621,253)       1,785,136
Residual interests                                                   34,159                  -                -           34,159
Reserve for losses                                               (4,824,932)                 -        4,824,932                -
Initial direct costs, net of accumulated amortization
   of $566,231 in 2003 and $1,369,552 in 2002                        95,157            (19,933)               -           75,224
                                                           ----------------- ------------------ ---------------- ----------------
                                                               $ 29,191,076        $(2,084,846)      $ (530,101)     $26,576,129
                                                           ================= ================== ================ ================
</TABLE>



                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                         Reclassifications &   Balance
                                December 31,                        Dispositions       June 30,
                                    2002           1st Quarter       2nd Quarter         2003

<S>                               <C>                   <C>            <C>              <C>
Transportation                    $ 49,393,031          $ 164,326      $(4,988,060)     $44,569,297
Construction                        11,727,006                  -                -       11,727,006
Materials handling                   8,317,703         (1,014,540)        (369,179)       6,933,984
Office automation                    1,298,837           (469,923)               -          828,914
Manufacturing                           78,484                  -                -           78,484
Other                                  759,867           (397,251)               -          362,616
                              ----------------- ------------------ ---------------- ----------------
                                    71,574,928         (1,717,388)      (5,357,239)      64,500,301
Less accumulated depreciation      (45,203,593)        (2,393,765)       3,832,080      (43,765,278)
                              ----------------- ------------------ ---------------- ----------------
                                  $ 26,371,335        $(4,111,153)     $(1,525,159)     $20,735,023
                              ================= ================== ================ ================
</TABLE>

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

Direct financing leases:

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

Total minimum lease payments receivable                          $ 4,776,514
Estimated residual values of leased equipment (unguaranteed)         179,132
                                                             ----------------
Investment in direct financing leases                              4,955,646
Less unearned income                                              (1,009,059)
                                                             ----------------
Net investment in direct financing leases                        $ 3,946,587
                                                             ================

At June 30, 2003, 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, 2003       $ 1,786,805        $ 560,411      $ 2,347,216
      Year ending December 31, 2004         2,370,872        3,919,823        6,290,695
                               2005         1,502,179           98,760        1,600,939
                               2006           352,537           98,760          451,297
                               2007                 -           98,760           98,760
                                    ------------------ ---------------- ----------------
                                          $ 6,012,393      $ 4,776,514      $10,788,907
                                    ================== ================ ================
</TABLE>


                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.37% 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, 2003          $ 98,328         $ 16,823        $ 115,151
      Year ending December 31, 2004           109,054           26,870          135,924
                               2005            79,916           18,844           98,760
                               2006            86,868           11,892           98,760
                               2007            94,425            4,336           98,761
                                    ------------------ ---------------- ----------------
                                            $ 468,591         $ 78,765        $ 547,356
                                    ================== ================ ================
</TABLE>


5.  Related party transactions:

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

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

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



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)

5.  Related party transactions (continued):

During the six month periods ended June 30, 2003 and 2002,  the General  Partner
and/or affiliates earned fees,  commissions and reimbursements,  pursuant to the
Limited Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                                       Six Months                         Three Months
                                                                     Ended June 30,                      Ended June 30,
                                                                 2003              2002              2003             2002
<S>                                                               <C>                <C>               <C>             <C>
Incentive management fees (computed as 4% of distributions
of cash from operations, as defined in the Limited
Partnership Agreement) and equipment management fees
(computed as 5% of gross revenues from operating leases,
as defined in the Limited Partnership Agreement plus 2% of
gross revenues from full payout leases, as defined in the
Limited Partnership Agreement)                                    $ 262,330          $ 414,590         $ 77,766        $ 103,425

Costs reimbursed to General Partner                                 386,670            397,686          214,923          179,157
                                                           ----------------- ------------------ ---------------- ----------------
                                                                  $ 649,000          $ 812,276        $ 649,000        $ 812,276
                                                           ================= ================== ================ ================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliated  partnerships  and  limited  liability  companies  in  a  $56,736,746
revolving line of credit  (comprised of an acquisition  facility and a warehouse
facility)  with  a  financial   institution  that  includes  certain   financial
covenants.  The line of credit  expires on June 28,  2004.  As of June 30, 2003,
borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility$   4,000,000
Amounts borrowed by affiliated partnerships and limited liability
   companies under the acquisition facility                          22,500,000
                                                                  --------------
Total borrowings under the acquisition facility                      26,500,000
Amounts borrowed by the General Partner and its sister corporation
   under the warehouse facility                                               -
                                                                  --------------
Total outstanding balance                                         $  26,500,000
                                                                  ==============

Total available under the line of credit                          $  56,736,746
Total outstanding balance                                           (26,500,000)
                                                                  --------------
Remaining availability                                            $  30,236,746
                                                                  ==============

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,
2003.




                                       9
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which  are  not  historical  facts,  may  be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-Q.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

During the first half of 2003 and 2002, the  Partnership's  primary activity was
engaging in equipment  leasing  activities.  During this same period in 2003 and
2002,  the  Partnership's  primary  source of liquidity was rents from operating
leases.

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

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliated  partnerships  and  limited  liability  companies  in  a  $56,736,746
revolving line of credit  comprised of an  acquisition  facility and a warehouse
facility)  with  a  financial   institution  that  includes  certain   financial
covenants.  The line of credit  expires on June 28,  2004.  As of June 30, 2003,
borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility$   4,000,000
Amounts borrowed by affiliated partnerships and limited liability
   companies under the acquisition facility                          22,500,000
                                                                  --------------
Total borrowings under the acquisition facility                      26,500,000
Amounts borrowed by the General Partner and its sister corporation
   under the warehouse facility                                               -
                                                                  --------------
Total outstanding balance                                         $  26,500,000
                                                                  ==============

Total available under the line of credit                          $  56,736,746
Total outstanding balance                                           (26,500,000)
                                                                  --------------
Remaining availability                                            $  30,236,746
                                                                  ==============

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.

Through  June  30,  2003,  the  Partnership  had  borrowed   $100,521,405  on  a
non-recourse basis. As of that date, $468,591 remained outstanding.  The General
Partner  expects that aggregate  borrowings in the future will not exceed 50% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 50% of the total cost of equipment, in aggregate.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.



                                       10
<PAGE>

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.

Cash Flows

During  the  six  and  three  months  ending  June  30 of  2003  and  2002,  the
Partnership's  primary source of cash from  operating  activities was rents from
operating  leases.  Cash from  operating  activities  was almost  entirely  from
operating lease rents in both periods in both years.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only  investing  sources of cash during the three and six month periods
ended June 30, 2003 and 2002. Proceeds from sales of lease assets increased from
$107,587 for the three  months ended June 30, 2002 to $984,676  during the three
months ended June 30, 2003, and from $470,036 for the six months ending June 30,
2002 to $1,086,800 for the comparable period ending June 30, 2003. Proceeds from
sales  of  lease  assets  are not  expected  to be  consistent  from one year to
another.

During the three and six months ended June 30, 2003 and 2002, the single largest
financing use of cash was distributions to limited partners.  The amount of such
distributions  decreased  during the three months ended June 30, 2003 because of
the  change in  frequency  of our  distributions.  Effective  January  1,  2003,
distributions  are now on an annual  basis as opposed to a monthly or  quarterly
basis.

Under the terms of a wrap lease and the related  non-recourse debt agreement the
annual lease  payments are offset against the annual debt service  payment.  The
agreement  is  structured  so that the amounts of the two  payments are equal to
each other in each year of the agreement. A right of offset was established as a
part of the agreement.

During the three months ended June 30, 2003,  $2,500,000  was borrowed under the
Partnership's  line of credit and a total of $4,500,000 for the six month period
ended June 30, 2002 which was used to meet short-term cash  requirements.  There
were no  comparable  borrowings  during the three and six months  ended June 30,
2003.

Results of operations

Operations resulted in net income of $623,869 during the three months ended June
30, 2003  compared to net income of $696,381  during the three months ended June
30,  2002.  Net  income for the six months  ended June 30,  2003 was  $1,831,744
compared  with $669,937 for the  comparable  period in 2002.  The  Partnership's
primary  source of revenues was from operating  leases in both years.  Operating
lease  revenues  declined  as a result  of  lease  maturities  and  sales of the
underlying lease assets over the last year.

Sales of lease assets  during the three  months ended June 30, 2003  resulted in
gains of $628,682,  an increase of $703,141 compared to the comparable period in
2002 and for the six months ended June 30, 2003 an increase of $914,438 over the
same period for 2002. The amounts of such gains and losses is not expected to be
consistent from one year to another.

Depreciation  expense has decreased  from  $1,794,093 for the three months ended
June 30, 2002 to $930,577 in 2003 and from  $3,577,053  for the six months ended
June 30, 2002 to $1,927,115 for the comparable  period in 2003.  Depreciation is
related to  operating  lease  assets,  which as they mature and assets are sold,
depreciation expense will continue to decrease.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate  line of  credit  is  repaid.  As of June  30,  2003,  there  was
$4,000,000 outstanding on the floating rate line of credit.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership may enter into interest rate swaps. As of June 30, 2003, no swaps or
other  derivative  financial  instruments  were  held  by the  Partnership.  The
Partnership  does  not  hold  or  issue  derivative  financial  instruments  for
speculative purposes.



                                       11
<PAGE>

Item 4.  Controls and procedures.

Internal Controls

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

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation  date, nor were there any significant  deficiencies
or material weaknesses in our internal controls.

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, an evaluation of the  effectiveness of the design and operation
of the  Partnership's  disclosure  controls and procedures,  as defined in Rules
240.13a-14(c)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this  evaluation,  the CEO and CFO of the General
Partner  concluded that, as of the evaluation date, our disclosure  controls and
procedures were effective for the purposes of recording, processing, summarizing
and timely reporting  information  required to be disclosed by us in the reports
that we file under the Securities Exchange Act of 1934 and that such information
is  accumulated  and  communicated  to our  management  in order to allow timely
decisions regarding required disclosure.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Quaker Coal Company:

This matter involves  litigation over the enforceability of a liquidated damages
clause in a lease,  and a combined claim of the  Partnership and some affiliates
of the Partnership, of approximately $4,000,000. The General Partner has brought
a suit in San Francisco  Superior Court on behalf of the  Partnership.  The suit
was removed to Federal District Court in San Francisco.  The lessee, Quaker Coal
Company,  leases mining equipment from the  above-referenced  Funds. On December
31, 1997, the lessee  requested a forbearance and relief on lease payments for a
period of three months. By May 1998, the lessee was past due for five months.

On or about May 12,  1998,  the  General  Partner  declared  the lessee to be in
default of the lease and demanded the acceleration of all lease receivables,  or
alternatively,  a modification of the lease  obligation.  On or about June 1998,
the Lessee made itself current on  substantially  all outstanding  amounts.  The
Partnership  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  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 equipment has been since liquidated.

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  Partnership  believed  the  Court's
decision is  erroneous  as a matter law,  and filed an appeal of the decision in
the U.S. District Court of Appeals.

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,  another of the  creditor's
(i.e.,  American Electric Power ("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.

The lessee filed a plan of reorganization  in the Bankruptcy  Court,  which plan
was objected to by several large  creditors,  including the  Partnership.  These
creditors  were  also  seeking  a  formal  role on the  creditors  committee  or
formation of their own committee.



                                       12
<PAGE>

In January 2002, the General Partner attended an appellate settlement conference
seeking to resolve the outstanding  disputed claim. A reserve had been set aside
by the  debtor's  liquidating  trustee in the amount of $1.2  million in partial
satisfaction of the Partnership's  claim,  although this claim amount remains in
dispute.  In January 2003, the Federal Appellate Court in San Francisco heard an
appeal of the lower Court's  decision.  The appellate  decision,  handed down in
March of  2003,  was  adverse  to the  Partnership's  position.  Currently,  the
Partnership  is not  expected to recover  any  amounts  above the payment of the
lease  rent  and  the  proceeds  of the  liquidation  of the  equipment  already
received.

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  to Elkay Mining  Company (the  "lessee").  The
dispute  surrounds  the  treatment  by the  lessee  of a  defect  in the  leased
equipment,  and the lessee's  failure to notify the lessor of that  defect.  All
lease payments under that lease were made in a timely manner,  and the equipment
was  returned  and  liquidated  by  the  Partnership  for  $112,501,   which  is
approximately 6% of the original  equipment cost. The Partnership  feels that it
has  suffered  damages  and loss as a result of  actions of the  lessee,  in the
amount of $773,402,  which represents the difference in the proceeds netted from
the sale of the equipment and the liquidated damages due under the lease.

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

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

Applied Magnetics Corporation:

In  January  2000,  Applied  Magnetics  Corporation  (the  "Debtor")  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
Debtor 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 of the Partnership, which
was 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" (IMT), and enter into a
new line of business,  the  manufacture and production of  "micro-machines."  As
part of the Plan, the  Partnership,  along with the other  unsecured  creditors,
received  a  proportionate  share  of  their  unsecured  claims,  in the form of
ownership shares and warrants in the newly formed business.

On February 13, 2002, the reorganized  Debtor filed a notice of objection to the
Partnership's  claim  due to  duplication  and an  improper  liquidated  damages
provision. The Partnership disputed this and, as of July 26, 2002, agreement had
been  reached  between  the  Partnership  and  Debtor  as to the  amount  of the
Partnership's  claim, and the Debtor's objection to the Partnership's  claim was
withdrawn.

On April 28, 2003,  the  Partnership  received  82,689 shares of IMT stock.  The
Partnership  anticipates  additional  amounts may be  recoverable  through  its'
equity interest in the reorganized  Debtor'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.



                                       13
<PAGE>

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, 2003 and December 31, 2002.

                    Statements of Operations for the six and three month periods
                    ended June 30, 2003 and 2002.

                    Statement of Changes in Partners'  Capital for the six month
                    period ended June 30, 2003.

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

                    Notes to the Financial Statements

     2.        Financial Statement Schedules

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

  (b)          Report on Form 8-K

                    None



                                       14
<PAGE>

                                 CERTIFICATIONS

I, Paritosh K. Choksi, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:
August 12, 2003

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


                                       15
<PAGE>

                                 CERTIFICATIONS

I, Dean L. Cash, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:
August 12, 2003


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


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

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

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

Date:
August 12, 2003


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


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

In connection with the Quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP,  (the  "Partnership")  for the period  ended June 30, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, 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.

Date:
August 12, 2003


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


                                       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 12, 2003

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



                         ATEL Financial Corporation By:
                          General Partner of Registrant




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




    By: /s/ Paritosh K. Choksi
        ---------------------------------------------------
        Paritosh K. Choksi
        Principal Financial Officer
        of Registrant




    By: /s/ Donald E.  Carpenter
        ---------------------------------------------------
        Donald E. Carpenter
        Principal Accounting
        Officer of Registrant

                                       18
<PAGE>