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, 1998

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

                         Commission File Number 0-28368

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


                                     ASSETS

                                                  1998               1997
                                                  ----               ----
Cash and cash equivalents                            $869,920          $739,701

Accounts receivable                                 6,903,630        10,694,629

Investments in leases                             143,475,138       158,856,251
                                            ------------------ -----------------
Total assets                                     $151,248,688      $170,290,581
                                            ================== =================


                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $71,567,511       $77,647,591

Line of credit                                      2,900,000         8,750,000

Accounts payable:
   General Partner                                     60,732           314,358
   Other                                            1,567,012           415,660
   Equipment purchases                                255,252           255,252

Accrued interest payable                            1,271,566         4,108,922

Unearned operating lease income                       766,870           524,363
                                            ------------------ -----------------
Total liabilities                                  78,388,943        92,016,146
Partners' capital:
     General Partner                                 (276,911)         (254,015)
     Limited Partners                              73,136,656        78,528,450
                                            ------------------ -----------------
Total partners' capital                            72,859,745        78,274,435
                                            ------------------ -----------------
Total liabilities and partners' capital          $151,248,688      $170,290,581
                                            ================== =================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Six Months                          Three Months
                                                  Ended June 30,                       Ended June 30,
                                                  --------------                       --------------
                                               1998             1997              1998               1997
                                               ----             ----              ----               ----
Revenues:
Leasing activities:
<S>                                           <C>              <C>                 <C>               <C>       
   Operating lease revenues                   $18,243,619      $17,658,555         $9,220,961        $8,857,827
   Direct financing leases                         68,501          125,600             32,486            60,359
   Gain on sales of assets                        795,189           60,113            117,792            49,308
Interest income                                    16,980           13,680              5,861             7,808
Other                                               9,721            1,467              4,130              (498)
                                         ----------------- ---------------- ------------------ -----------------
                                               19,134,010       17,859,415          9,381,230         8,974,804
Expenses:
Depreciation and amortization                  13,512,038       13,776,065          6,710,334         6,816,305
Interest                                        3,452,060        4,292,369          1,722,230         2,157,074
Equipment and incentive management fees           631,370          698,428            260,732           335,242
Other                                             366,666          429,575            168,297           240,208
Administrative cost reimbursements                185,529          190,972             63,756            92,446
Provision for losses                               97,528          178,594                  -            89,748
Professional fees                                  21,752           47,844             11,562            29,808
                                         ----------------- ---------------- ------------------ -----------------
                                               18,266,943       19,613,847          8,936,911         9,760,831
                                         ----------------- ---------------- ------------------ -----------------
Net income (loss)                                $867,067      ($1,754,432)          $444,319         ($786,027)
                                         ================= ================ ================== =================
Net income (loss:)
     General partner                               $8,671         ($17,544)            $4,443           ($7,860)
     Limited partners                             858,396       (1,736,888)           439,876          (778,167)
                                         ----------------- ---------------- ------------------ -----------------
                                                 $867,067      ($1,754,432)          $444,319         ($786,027)
                                         ================= ================ ================== =================
Weighted average number of units
   outstanding                                 12,500,050       12,500,050         12,500,050        12,500,050

Net loss per limited partnership unit               $0.07           ($0.14)             $0.04            ($0.06)
</TABLE>



                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1998

                                   (Unaudited)

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

<S>                                         <C>             <C>                  <C>             <C>        
Balance December 31, 1997                   12,500,050      $78,528,450          ($254,015)      $78,274,435
Other syndication costs to affiliates                                                    -                 -
Distributions to partners                                    (6,250,190)           (31,567)       (6,281,757)
Net income                                                      858,396              8,671           867,067
                                      ----------------- ---------------- ------------------ -----------------
Balance June 30, 1998                       12,500,050      $73,136,656          ($276,911)      $72,859,745
                                      ================= ================ ================== =================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                      Six Months                          Three Months
                                                                    Ended June 30,                       Ended June 30,
                                                                    --------------                       --------------
                                                                 1998             1997              1998               1997
                                                                 ----             ----              ----               ----

<S>                                                              <C>              <C>                 <C>               <C>      
Operating activities:
Net income (loss)                                                  $867,067      ($1,754,432)          $444,319         ($786,027)
Adjustments to reconcile net income (loss) to net
   cash provided by operations
   Depreciation and amortization                                 13,512,038       13,776,065          6,710,334         6,816,305
   Gain on sales of assets                                         (795,189)         (60,113)          (117,792)          (49,308)
   Provision for losses                                              97,528          178,594                  -            89,748
Changes in operating assets and liabilities:
      Accounts receivable                                         3,790,999       (2,968,372)        (2,482,797)       (3,025,544)
      Accounts payable, general partner                            (253,626)         140,458           (162,184)           25,500
      Accounts payable, other                                     1,151,352          (87,678)           152,063             8,757
      Accrued interest expense                                   (2,837,356)       1,481,620            877,775         1,208,244
      Unearned lease income                                         242,507          246,262           (715,000)           52,987
                                                           ----------------- ---------------- ------------------ -----------------

Net cash provided by operating activities                        15,775,320       10,952,404          4,706,718         4,340,662
                                                           ----------------- ---------------- ------------------ -----------------

Investing activities:
Proceeds from sales of assets                                     2,308,466          202,660            424,912            92,805
Reduction in net investment in direct
   financing leases                                                 258,270          299,201            108,733           150,736
Purchase of equipment on operating leases                                 -       (1,338,943)                 -          (603,733)
Purchase of equipment on direct financing
   leases                                                                 -          (33,815)                 -                 -
                                                           ----------------- ---------------- ------------------ -----------------
Net cash provided by (used in) investing
   activities                                                     2,566,736         (870,897)           533,645          (360,192)
                                                           ----------------- ---------------- ------------------ -----------------
</TABLE>




<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Six Months                         Three Months
                                                                    Ended June 30,                      Ended June 30,
                                                                    --------------                      --------------
                                                                 1998             1997              1998               1997
                                                                 ----             ----              ----               ----
Financing activities:
<S>                                                             <C>               <C>                <C>               <C>        
Repayment of long-term non-recourse debt                        (10,280,075)      (5,303,635)        (2,430,478)       (2,208,478)
Distributions to partners                                        (6,281,757)      (6,286,151)        (3,125,059)       (3,188,313)
Repayment of line of credit                                      (5,850,000)     (10,059,231)                 -        (8,960,974)
Proceeds of long-term non-recourse debt                           4,199,995       10,686,017                  -         9,774,981
Borrowings on line of credit                                              -          460,974                  -           460,974
Payment of syndication costs to General
   Partner                                                                -          (41,174)                 -            (9,627)
                                                           ----------------- ---------------- ------------------ -----------------
Net cash provided by (used in) financing
   activities                                                   (18,211,837)     (10,543,200)        (5,555,537)       (4,131,437)
                                                           ----------------- ---------------- ------------------ -----------------

Net (decrease) increase in cash and
   cash equivalents                                                 130,219         (461,693)          (315,174)         (150,967)
Cash at beginning of period                                         739,701        1,123,336          1,185,094           812,610
                                                           ----------------- ---------------- ------------------ -----------------
Cash at end of period                                              $869,920         $661,643           $869,920          $661,643
                                                           ================= ================ ================== =================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                         $6,289,416       $2,810,749           $844,455          $948,830
                                                           ================= ================ ================== =================
</TABLE>

                             See accompanying notes.




<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2. Organization and partnership matters:

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

The Fund,  or the  General  Partner on behalf of the Fund,  will incur  costs in
connection  with the  organization,  registration  and  issuance  of the Limited
Partnership  Units (Units).  The amount of such costs to be borne by the Fund is
limited by certain provisions of the Partnership Agreement. Operations commenced
January 3, 1995.

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.






<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


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,
                                            1997              Additions         of Leases       Dispositions           1998
                                            ----              ---------         ---------     - -------------          ----
<S>                                         <C>                    <C>          <C>                 <C>              <C>         
Net investment in operating
   leases                                   $152,814,493                        ($13,060,266)          ($93,962)     $139,660,265
Net investment in direct
   financing leases                            2,850,933                            (258,270)        (1,130,738)        1,461,925
Assets held for sale or lease                    428,609                                   -           (288,577)          140,032
Residual interests                               379,551                                   -                  -           379,551
Reserve for losses                              (687,558)          ($97,528)               -                  -          (785,086)
Initial direct costs, net of
   accumulated amortization                    3,070,223                  -         (451,772)                 -         2,618,451
                                     -------------------- ------------------ ---------------- ------------------ -----------------
                                            $158,856,251           ($97,528)    ($13,770,308)       ($1,513,277)     $143,475,138
                                     =================== =================== ================ ================== =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                               Acquisitions &        Balance
                                                             December 31,                       Dispositions         June 30,
                                                                 1997          1st Quarter       2nd Quarter           1998
                                                                 ----          -----------       -----------           ----
<S>                                                            <C>               <C>                <C>              <C>         
Transportation                                                 $100,087,024         ($17,306)                        $100,069,718
Construction                                                     32,643,774                -                           32,643,774
Manufacturing                                                    30,738,706                -                           30,738,706
Materials handling                                               18,710,808                -                           18,710,808
Office automation                                                13,068,112                -          ($720,666)       12,347,446
Miscellaneous                                                     3,683,663                -                  -         3,683,663
Communications                                                      658,185                -                  -           658,185
Medical                                                             343,409                -                  -           343,409
Food processing                                                     317,520                -                  -           317,520
                                                           ----------------- ---------------- ------------------ -----------------
                                                                200,251,201          (17,306)          (720,666)      199,513,229
Less accumulated depreciation                                   (47,436,708)      (6,569,949)        (5,846,307)      (59,852,964)
                                                           ------------------ ---------------- ------------------ -----------------
                                                               $152,814,493      ($6,587,255)       ($6,566,973)     $139,660,265
                                                           ================= ================ ================== =================
</TABLE>

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








<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 1998, the aggregate  amounts of future minimum lease payments are as
follows:

                                                Direct
            Year ending      Operating         Financing
           December 31,        Leases           Leases             Total
                   1998        $13,243,644         $201,804        $13,445,448
                   1999         26,616,951          305,789         26,922,740
                   2000         20,553,145          245,719         20,798,864
                   2001         11,052,698          149,766         11,202,464
                   2002          4,396,876          112,480          4,509,356
             Thereafter         21,189,085          493,800         21,682,885
                          ---------------- ------------------ -----------------
                               $97,052,399       $1,509,358        $98,561,757
                          ================= ================ ==================


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
6.5% to 11.186%.

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

            Year ending
           December 31,      Principal         Interest            Total
                   1998        $10,042,904       $1,619,857        $11,662,761
                   1999         18,004,634        4,912,259         22,916,893
                   2000         15,297,422        3,494,887         18,792,309
                   2001          8,154,489        2,368,107         10,522,596
                   2002          5,012,964        1,720,382          6,733,346
             Thereafter         15,055,098        5,505,192         20,560,290
                          ---------------- ------------------ -----------------
                               $71,567,511      $19,620,684        $91,188,195
                          ================= ================ ==================



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


5.  Related party transactions:

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

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

<TABLE>
<CAPTION>
                                                                                                    1998               1997
                                                                                                    ----               ----
<S>                                                                                                    <C>               <C>     
Incentive  management  fees  (computed  as 3.25% of  distributions  of cash from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% of gross revenues from operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                                       $631,370          $698,428

Reimbursement of administrative costs                                                                   185,529           190,972

Reimbursement of other syndication costs                                                                      -            41,174
                                                                                              ------------------ -----------------
                                                                                                       $816,899          $930,574
                                                                                              ================== =================
</TABLE>








<PAGE>
                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


6. Partner's capital:

As  of  June  30,  1997,   12,500,050  Units   ($125,000,500)  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.


7.  Line of credit:

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

At June 30, 1998, the Partnership had $2,900,000 of borrowings under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
1998.



<PAGE>

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

Capital Resources and Liquidity

During the first half of 1998, 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  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1998.

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

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

As of June 30, 1998, the Partnership had borrowed  $100,521,405 with a remaining
unpaid  balance of  $71,567,511.  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, 1998.

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.


<PAGE>

Cash Flows, 1998 vs. 1997:

Six months:

In 1998 and 1997,  the  Partnership's  primary  source  of cash was  rents  from
operating  leases.  Cash  provided by operations  increased by $4,822,916  (from
$10,952,404 in 199 to $15,775,320 in 1998).

The only sources of cash from investing  activities were direct  financing lease
rents  and  proceeds  from  sales  of lease  assets.  Neither  of  these  was as
significant as operating sources of cash.

The Partnership's most significant  source of cash from financing  activities in
1998 and 1997 was proceeds of non-recourse  debt. The proceeds of this debt were
used to make payments on the Partnership's line of credit.

Three months:

Operating lease rents were the primary source of cash from operating  activities
in 1998 and 1997.

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
1998 and were not as significant as cash flows from operations.

There were no sources of cash from  financing  activities  in 1998.  The primary
source of cash from financing  activities in 1997 was proceeds from non-recourse
debt.  In 1997,  the  proceeds  of this  debt  were used to pay down the line of
credit.


Results of operations

In 1998, operations resulted in net income of $867,067 (six months) and $444,319
(three months).  In 1997,  operations  resulted in a net loss of $1,754,432 (six
months)  and  $786,027  (three  months).  The  Partnership's  primary  source of
revenues  is from  operating  leases.  This is expected to remain true in future
periods.  Depreciation  expense is the single largest expense of the Partnership
and is expected to remain so in future periods.  Operating lease rents increased
compared  to 1997 due to  purchases  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 1997.


Other

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.



<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                  (a) Documents filed as a part of this report

                    1. Financial Statements

                       Included in Part I of this report:

                       Balance Sheets, June 30, 1998 and December 31, 1997.

                       Statements  of  operations  for the six and  three  month
                       periods ended June 30, 1998 and 1997.

                       Statement  of changes in  partners'  capital  for the six
                       month period ended June 30, 1998.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1998 and 1997.

                       Notes to the Financial Statements

                    2. Financial Statement Schedules.

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

                  (b)  Report on Form 8-K

                       None

<PAGE>

                                   SIGNATURES


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

Date:
August 12, 1998

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




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




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




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




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