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Form 10-QSB



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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

For the quarterly period ended September 30, 2006



| ̈ | 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



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ATEL Cash Distribution Fund VI,
L.P.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|California                                                     |  | 94-3207229                            
|(State or other jurisdiction of Incorporation or organization) |  | (I. R. S. Employer 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



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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 ̈No  x

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

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

State the issuers revenues for the most recent fiscal year: $3,553,989

The number of Limited Partnership Units outstanding as of June 30, 2007: 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

Index



|         |  |                                                                                                                                        
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Part I.  |  | Financial Information                                                                                                                  
|         | 
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                       
|         | 
|         |  | Balance Sheet, September 30, 2006                                                                                                      
|         | 
|         |  | Statements of Operations for the nine and three month periods ended September 30, 2006 and 2005.                                       
|         | 
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2005 and for the nine month period ended September 30, 2006.
|         | 
|         |  | Statements of Cash Flows for the nine and three month periods ended September 30, 2006 and 2005.                                       
|         | 
|         |  | Notes to the Financial Statements                                                                                                      
|         | 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                  
|         | 
|Item 3.  |  | Controls and Procedures                                                                                                                
|         | 
|Part II. |  | Other Information                                                                                                                      
|         | 
|Item 1.  |  | Legal Proceedings                                                                                                                      
|         | 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                            
|         | 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                        
|         | 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                    
|         | 
|Item 5.  |  | Other Information                                                                                                                      
|         | 
|Item 6.  |  | Exhibits                                                                                                                               



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##### Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited).

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEET

SEPTEMBER 30, 2006

(Unaudited)



|                                                                                    |  |   |           
|----------------------------------------------------------------------------------- |  | - | ----------
|ASSETS                                                                              |  |   |           
|                                                                                    | 
|Cash and cash equivalents                                                           |  | $ | 1,471,468 
|Accounts receivable, net of allowance for doubtful accounts of $152,213             |  |   | 298,977   
|Prepaid expenses                                                                    |  |   | 220,940   
|Investments in equipment and leases, net of accumulated depreciation of $22,770,694 |  |   | 10,380,030
|                                                                                    |  |   |           
|Total assets                                                                        |  | $ | 12,371,415
|                                                                                    |  |   |           
|                                                                                    | 
|LIABILITIES AND PARTNERS CAPITAL                                                   |  |   |           
|                                                                                    | 
|Accounts payable and accrued liabilities:                                           |  |   |           
|General Partner                                                                     |  | $ | 224,005   
|Lessees and other                                                                   |  |   | 533,325   
|Accrued interest payable                                                            |  |   | 815       
|Non-recourse debt                                                                   |  |   | 116,825   
|Unearned operating lease income                                                     |  |   | 3,357     
|                                                                                    |  |   |           
|Total liabilities                                                                   |  |   | 878,327   
|                                                                                    | 
|Commitments and contingencies                                                       |  |   |           
|                                                                                    | 
|Partners capital:                                                                  |  |   |           
|General Partner                                                                     |  |   |          
|Limited Partners                                                                    |  |   | 11,493,088
|                                                                                    |  |   |           
|Total partners capital                                                             |  |   | 11,493,088
|                                                                                    |  |   |           
|Total liabilities and partners capital                                             |  | $ | 12,371,415
|                                                                                    |  |   |           

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2006 AND 2005

(Unaudited)



|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|----------------------------------------------------- |  | -------------------------------- | ---------- | ---- | ------------------------------- | ---------- | ---- |  | ---- | ---------- |  | - | ----------
|                                                      |  | Three months ended September 30, |            |      | Nine months ended September 30,
|                                                      |  | 2006                             |            | 2005 |                                 |            | 2006 |  | 2005
|Revenues:                                             |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Leasing activities:                                   |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Operating leases                                      |  | $                                | 852,831    |      | $                               | 802,478    |      |  | $    | 2,489,046  |  | $ | 2,415,557 
|Direct financing leases                               |  |                                  | 4,996      |      |                                 | 6,456      |      |  |      | 16,107     |  |   | 106,350   
|Gain on sales of assets                               |  |                                  | 96,604     |      |                                 | 196,707    |      |  |      | 94,127     |  |   | 95,351    
|Interest income                                       |  |                                  | 15,849     |      |                                 | 11,417     |      |  |      | 43,602     |  |   | 42,723    
|Other revenue                                         |  |                                  | 8,424      |      |                                 | 39,249     |      |  |      | 49,935     |  |   | 77,775    
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Total revenues                                        |  |                                  | 978,704    |      |                                 | 1,056,307  |      |  |      | 2,692,817  |  |   | 2,737,756 
|                                                      |  |                                  |            |     
|Expenses:                                             |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Depreciation of operating lease assets                |  |                                  | 266,177    |      |                                 | 409,001    |      |  |      | 801,688    |  |   | 1,189,997 
|Cost reimbursements to General Partner                |  |                                  | 143,503    |      |                                 | 137,156    |      |  |      | 405,882    |  |   | 381,548   
|Railcar maintenance                                   |  |                                  | 138,474    |      |                                 | 118,838    |      |  |      | 348,493    |  |   | 283,061   
|Equipment and incentive management fees to affiliates |  |                                  | 37,728     |      |                                 | 70,095     |      |  |      | 133,537    |  |   | 126,905   
|Interest                                              |  |                                  | 2,598      |      |                                 | 4,366      |      |  |      | 9,153      |  |   | 14,348    
|Taxes on income and franchise fees                    |  |                                  | 3,373      |      |                                 | 390        |      |  |      | 59,420     |  |   | 55,828    
|Other management fees                                 |  |                                  | 44,601     |      |                                 | 31,256     |      |  |      | 104,406    |  |   | 103,644   
|Professional fees                                     |  |                                  | 79,083     |      |                                 | 22,046     |      |  |      | 173,391    |  |   | 57,954    
|Outside services                                      |  |                                  | 83,696     |      |                                 | 21,904     |      |  |      | 123,889    |  |   | 51,998    
|(Recovery of) provision for doubtful accounts         |  |                                  |           |      |                                 | (8,050     | )    |  |      |           |  |   | 60,950    
|Other                                                 |  |                                  | 26,869     |      |                                 | 45,623     |      |  |      | 84,003     |  |   | 115,894   
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|                                                      |  |                                  | 826,102    |      |                                 | 852,625    |      |  |      | 2,243,862  |  |   | 2,442,127 
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Net income                                            |  | $                                | 152,602    |      | $                               | 203,682    |      |  | $    | 448,955    |  | $ | 295,629   
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Net income:                                           |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|General Partner                                       |  | $                                | 12,754     |      | $                               |           |      |  | $    | 25,946     |  | $ | 65,190    
|Limited Partners                                      |  |                                  | 139,848    |      |                                 | 203,682    |      |  |      | 423,009    |  |   | 230,439   
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|                                                      |  | $                                | 152,602    |      | $                               | 203,682    |      |  | $    | 448,955    |  | $ | 295,629   
|                                                      |  |                                  |            |      |                                 |            |      |  |      |            |  |   |           
|Net income per Limited Partnership Unit               |  | $                                | 0.01       |      | $                               | 0.02       |      |  | $    | 0.03       |  | $ | 0.02      
|Weighted average number of Units outstanding          |  |                                  | 12,485,863 |      |                                 | 12,490,076 |      |  |      | 12,488,656 |  |   | 12,490,076

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2005

AND FOR THE NINE MONTH PERIOD

ENDED SEPTEMBER 30, 2006

(Unaudited)



|                                                     |  |               |   |  |                |            |   |  |       |         |   |  |   |            |  
|---------------------------------------------------- |  | ------------- | - |  | -------------- | ---------- | - |  | ----- | ------- | - |  | - | ---------- | -
|                                                     |  | Other Members |   |  | ManagingMember |            |   |  |      
|                                                     |  | Units         |   |  | Amount         |            |   |  | Total |        
|Balance December 31, 2004                            |  | 12,490,076    |   |  | $              | 19,547,460 |   |  | $     |        |   |  | $ | 19,547,460 |  
|Distributions to Limited Partners ($0.50 per Unit)   |  |              |   |  |                | (6,245,038 | ) |  |       |        |   |  |   | (6,245,038 | )
|Distributions to General Partner                     |  |              |   |  |                |           |   |  |       | (65,190 | ) |  |   | (65,190    | )
|Net income                                           |  |              |   |  |                | 277,431    |   |  |       | 65,190  |   |  |   | 342,621    |  
|                                                     |  |               |   |  |                |            |   |  |       |         |   |  |   |            |  
|Balance December 31, 2005                            |  | 12,490,076    |   |  |                | 13,579,853 |   |  |       |        |   |  |   | 13,579,853 |  
|Distributions to Limited Partners ($0.20 per Unit)   |  |              |   |  |                | (2,498,016 | ) |  |       |        |   |  |   | (2,498,016 | )
|Distributions to General Partner                     |  |              |   |  |                |           |   |  |       | (25,946 | ) |  |   | (25,946    | )
|Rescissions and repurchases of capital contributions |  | (11,400       | ) |  |                | (11,758    | ) |  |       |        |   |  |   | (11,758    | )
|Net income                                           |  |              |   |  |                | 423,009    |   |  |       | 25,946  |   |  |   | 448,955    |  
|                                                     |  |               |   |  |                |            |   |  |       |         |   |  |   |            |  
|Balance September 30, 2006                           |  | 12,478,676    |   |  | $              | 11,493,088 |   |  | $     |        |   |  | $ | 11,493,088 |  
|                                                     |  |               |   |  |                |            |   |  |       |         |   |  |   |            |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2006 AND 2005

(Unaudited)



|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                             |  | Three months ended September 30, |            |   | Nine months ended September 30, |  
|                                                                             |  | 2006                             |            |   | 2005                            |   |            | 2006 |  |   | 2005       |  
|Operating activities:                                                        |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net income                                                                   |  | $                                | 152,602    |   |                                 | $ | 203,682    |      |  | $ | 448,955    |   |  | $ | 295,629    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                                       |  |                                  | 266,177    |   |                                 |   | 409,001    |      |  |   | 801,688    |   |  |   | 1,189,997  |  
|(Recovery of) provision for doubtful accounts                                |  |                                  |           |   |                                 |   | (8,050     | )    |  |   |           |   |  |   | 60,950     |  
|Gain on sales of assets                                                      |  |                                  | (96,604    | ) |                                 |   | (196,707   | )    |  |   | (94,127    | ) |  |   | (95,351    | )
|Changes in operating assets and liabilities:                                 |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Accounts receivable                                                          |  |                                  | (28,827    | ) |                                 |   | 24,960     |      |  |   | 41,045     |   |  |   | 188,972    |  
|Prepaid expenses                                                             |  |                                  | (48,002    | ) |                                 |   | (51,459    | )    |  |   | (9,707     | ) |  |   | (231,134   | )
|Accounts payable and accruals due General Partner                            |  |                                  | 53,480     |   |                                 |   | (487,575   | )    |  |   | 50,928     |   |  |   | (612,028   | )
|Accounts payable and accruals due lessees and other                          |  |                                  | 211,560    |   |                                 |   | 470,606    |      |  |   | 290,589    |   |  |   | 304,552    |  
|Accrued interest payable                                                     |  |                                  | (153       | ) |                                 |   | (141       | )    |  |   | (450       | ) |  |   | (414       | )
|Unearned operating lease income                                              |  |                                  | (2,599     | ) |                                 |   | (9,099     | )    |  |   | (22,110    | ) |  |   | (45,549    | )
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net cash provided by operating activities                                    |  |                                  | 507,634    |   |                                 |   | 355,218    |      |  |   | 1,506,811  |   |  |   | 1,055,624  |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Investing activities:                                                        |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Proceeds from sales of lease assets                                          |  |                                  | 233,293    |   |                                 |   | 499,941    |      |  |   | 407,587    |   |  |   | 698,742    |  
|Reduction of net investment in direct financing leases                       |  |                                  | 19,694     |   |                                 |   | 40,470     |      |  |   | 57,963     |   |  |   | 255,933    |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net cash provided by investing activities                                    |  |                                  | 252,987    |   |                                 |   | 540,411    |      |  |   | 465,550    |   |  |   | 954,675    |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Financing activities:                                                        |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Repayments of non-recourse debt                                              |  |                                  | (21,939    | ) |                                 |   | (20,185    | )    |  |   | (64,467    | ) |  |   | (59,308    | )
|Recissions and repurchases of capital contributions                          |  |                                  | (11,758    | ) |                                 |   |           |      |  |   | (11,758    | ) |  |   |           |  
|Distributions to Limited Partners                                            |  |                                  | (1,249,007 | ) |                                 |   | (1,249,006 | )    |  |   | (2,498,016 | ) |  |   | (6,245,038 | )
|Distributions to General Partner                                             |  |                                  | (12,754    | ) |                                 |   | (12,755    | )    |  |   | (25,946    | ) |  |   | (65,190    | )
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net cash used in financing activities                                        |  |                                  | (1,295,458 | ) |                                 |   | (1,281,946 | )    |  |   | (2,600,187 | ) |  |   | (6,369,536 | )
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Net decrease in cash and cash equivalents                                    |  |                                  | (534,837   | ) |                                 |   | (386,317   | )    |  |   | (627,826   | ) |  |   | (4,359,237 | )
|Cash and cash equivalents at beginning of period                             |  |                                  | 2,006,305  |   |                                 |   | 1,791,631  |      |  |   | 2,099,294  |   |  |   | 5,764,551  |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Cash and cash equivalents at end of period                                   |  | $                                | 1,471,468  |   |                                 | $ | 1,405,314  |      |  | $ | 1,471,468  |   |  | $ | 1,405,314  |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Supplemental disclosures of cash flow information:                           |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Cash paid during the period for taxes                                        |  | $                                | 3,373      |   |                                 | $ | 390        |      |  | $ | 59,420     |   |  | $ | 55,828     |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  
|Cash paid during the period for interest                                     |  | $                                | 2,444      |   |                                 | $ | 4,093      |      |  | $ | 8,704      |   |  | $ | 10,255     |  
|                                                                             |  |                                  |            |   |                                 |   |            |      |  |   |            |   |  |   |            |  

See accompanying notes.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|1. | Organization and partnership matters:
|-- | -------------------------------------

ATEL Cash Distribution Fund
VI, L.P. (the Partnership) was formed under the laws of the state of California on June 29, 1994 for the purpose of acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may
continue until December 31, 2015. The General Partner of the Partnership is ATEL Financial Services LLC (AFS). Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

Upon the sale of the minimum amount of Units of Limited Partnership interest (Units) (120,000 Units) ($1,200,000) and the receipt of the proceeds thereof
on January 3, 1995, the Partnership commenced operations. As of September 30, 2006, 12,478,676 Units were issued and outstanding.

The
Partnerships business consists of leasing various types of equipment. Pursuant to the Limited Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership. AFS is required to maintain
in the Partnership reasonable cash reserves for working capital, the repurchase of Units and contingencies.

The Partnerships principal objectives
are to invest in a diversified portfolio of equipment that will (i) preserve, protect and return the Partnerships invested capital; (ii) generate regular distributions to the partners of cash from operations and cash from sales or
refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the Reinvestment Period, which ended December 31, 2004 and (iii) provide additional distributions following the
Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement.

The Partnership is in its
liquidation phase as defined in the Limited Partnership Agreement.



|2. | Summary of significant accounting policies:
|-- | -------------------------------------------

Basis of
presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with instructions to Form 10-QSB and Item 310(b) of Regulation S-B. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner,
necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires
management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the nine months ended September 30,
2006 are not necessarily indicative of the results for the year ended December 31, 2006. Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of estimates:

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of significant accounting policies (continued):
|-- | -------------------------------------------------------

Cash
and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of ninety days or less.

Accounts receivable:

Accounts receivable represent
the amounts billed under lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are established based on historical charge-offs and collection experience and are usually determined by specifically identified
lessees and invoiced amounts. Accounts receivable are charged off on specific identification by AFS. Amounts recovered that were previously written-off are recorded as other income in the period received.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values at the end of the leases.

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment
subject to the leases, the needs of the lessees and the terms negotiated, but initial leases are generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on
the balance sheet.

Direct financing leases and related revenue recognition:

Income from direct financing lease transactions is reported using the financing method of accounting, in which the Partnerships investment in the leased property is reported as a receivable from the lessee to be
recovered through future rentals. The income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.

Allowances for losses on direct financing leases are typically established based on historical charge-offs and collections experience and are usually determined by specifically identified lessees and billed and
unbilled receivables. Direct financing leases are written-off as they are deemed uncollectible.

Direct financing leases are generally placed in a
non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the credit worthiness of all direct finance lessees with payments outstanding less than 90 days. Based
upon managements judgment, direct finance lessees with balances less than 90 days delinquent may be placed in a non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought
current and management believes recovery of the remaining unpaid lease payments is probable.

Unearned operating lease income:

The Partnership records prepayments on operating leases as a liability, unearned operating lease income. The liability is recorded when the prepayments are received and
recognized as Operating lease revenue ratably over the period to which the prepayments relate.

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book
value.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of significant accounting policies (continued):
|-- | -------------------------------------------------------



The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of
the assets expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the
market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference
between the fair value (as determined by a valuation method using discounted estimated future cash flows) of the assets and its carrying value on the measurement date.

Credit risk:

Financial instruments that potentially subject the Partnership to concentrations of credit risk include
cash and cash equivalents, direct finance lease receivables and accounts receivable. The Partnership places its cash deposits and temporary cash investments with creditworthy, high quality financial institutions and therefore, believes that such a
concentration of these deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable represent amounts due from lessees in various industries, related to equipment on operating and direct
financing leases.

Segment reporting:

The Partnership
adopted the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a Partnership. It also requires
entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by multiple operating segments for the purpose
of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The
Partnerships chief operating decision makers are the General Partners Chief Operating Officer and its Chief Executive Officer. The Partnership believes that its equipment leasing business operates as one reportable segment because: a)
the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the
Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than
equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

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

Income taxes:

Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not
subject to federal income taxes. Accordingly, the Company has provided current income and franchise taxes for only those states which levy taxes on partnerships.

Per unit data:

Net income (loss) and distributions per unit are based upon the weighted average number of units outstanding during the
period.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of significant accounting policies (continued):
|-- | -------------------------------------------------------



In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value
Option for Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of
FASB Statement No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of
the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15,
2006. Adoption of this guidance did not materially impact the Partnerships financial statements.

In September 2006, the Financial Accounting
Standards Board (FASB) issued Statement on Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework
for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those
fiscal years. As of September 30, 2006, the Fund does not believe the adoption of SFAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the
measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

In June 2006, the
FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax
positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation,
measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on
January 1, 2007. The adoption of FIN 48 did not have a significant effect on the Partnerships financial position and results of operations.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



3. Investment in equipment and leases:

The Partnerships Investments in equipment and leases consists of the following:



|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |           
|----------------------------------------- |  | ----------------------- | ---------- | ------------------------------------------ | - | -------- | -------------------------------------------------------- |  | - | ------------------------ | - |  | - | ----------
|                                          |  | BalanceDecember 31,2005 |            | Reclassifications& Additions /Dispositions |   |          | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceSeptember 30,2006
|Net investment in operating leases        |  | $                       | 11,109,347 |                                            | $ | (239,406 | )                                                        |  | $ | (797,218                 | ) |  | $ | 10,072,723
|Net investment in direct financing leases |  |                         | 313,691    |                                            |   |         |                                                          |  |   | (57,963                  | ) |  |   | 255,728   
|Assets held for sale or lease, net        |  |                         | 130,103    |                                            |   | (74,054  | )                                                        |  |   | (4,470                   | ) |  |   | 51,579    
|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |           
|Total                                     |  | $                       | 11,553,141 |                                            | $ | (313,460 | )                                                        |  | $ | (859,651                 | ) |  | $ | 10,380,030
|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |           

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No
assets were identified as impaired during managements review for the three and nine month periods ended September 30, 2006 and 2005.

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

Net investment in operating leases:

Property on operating leases consists of the following:



|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|----------------------------- |  | ----------------------- | ----------- | - | --------- | - | -------- | -------------------------------- |  | - | ------------------------ | - |  | - | ----------- | -
|                              |  | BalanceDecember 31,2005 |             |   | Additions |   |          | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2006 |  
|Transportation, rail          |  | $                       | 30,344,063  |   |           | $ |         |                                  |  | $ | (1,373,016               | ) |  | $ | 28,971,047  |  
|Construction                  |  |                         | 88,647      |   |           |   |         |                                  |  |   |                         |   |  |   | 88,647      |  
|Material handling             |  |                         | 4,452,373   |   |           |   |         |                                  |  |   | (1,515,044               | ) |  |   | 2,937,329   |  
|Other                         |  |                         | 355,838     |   |           |   |         |                                  |  |   |                         |   |  |   | 355,838     |  
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|                              |  |                         | 35,240,921  |   |           |   |         |                                  |  |   | (2,888,060               | ) |  |   | 32,352,861  |  
|Less accumulated depreciation |  |                         | (24,131,574 | ) |           |   | (797,218 | )                                |  |   | 2,648,654                |   |  |   | (22,280,138 | )
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|Total                         |  | $                       | 11,109,347  |   |           | $ | (797,218 | )                                |  | $ | (239,406                 | ) |  | $ | 10,072,723  |  
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  

Net investment in direct financing leases:

Investment in direct financing leases consist of various transportation, manufacturing and medical equipment. The following lists the components of the Partnerships investment in direct financing leases as of
September 30, 2006:



|                                                             |  |                   |         |  
|------------------------------------------------------------ |  | ----------------- | ------- | -
|                                                             |  | September 30,2006 |        
|Total minimum lease payments receivable                      |  | $                 | 123,450 |  
|Estimated residual values of leased equipment (unguaranteed) |  |                   | 151,421 |  
|                                                             |  |                   |         |  
|Investment in direct financing leases                        |  |                   | 274,871 |  
|Less unearned income                                         |  |                   | (19,143 | )
|                                                             |  |                   |         |  
|Net investment in direct financing leases                    |  | $                 | 255,728 |  
|                                                             |  |                   |         |  



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|3. | Investment in equipment and leases (continued):
|-- | -----------------------------------------------



At September 30, 2006, the aggregate amounts of future minimum lease payments under operating and direct
financing leases are as follows:



|                                      |  |                 |           |                       |   |         |  |   |          
|------------------------------------- |  | --------------- | --------- | --------------------- | - | ------- |  | - | ---------
|                                      |  | OperatingLeases |           | DirectFinancingLeases |   | Total  
|Three months ending December 31, 2006 |  | $               | 637,778   |                       | $ | 24,690  |  | $ | 662,468  
|Year ending December 31, 2007         |  |                 | 2,168,364 |                       |   | 98,760  |  |   | 2,267,124
|2008                                  |  |                 | 1,454,413 |                       |   |        |  |   | 1,454,413
|2009                                  |  |                 | 892,200   |                       |   |        |  |   | 892,200  
|2010                                  |  |                 | 770,160   |                       |   |        |  |   | 770,160  
|2011                                  |  |                 | 421,640   |                       |   |        |  |   | 421,640  
|                                      |  |                 |           |                       |   |         |  |   |          
|                                      |  | $               | 6,344,555 |                       | $ | 123,450 |  | $ | 6,468,005
|                                      |  |                 |           |                       |   |         |  |   |          

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



|                        |  |            
|----------------------- |  | -----------
|Equipment category      |  | Useful Life
|Transporation, rail     |  | 30 - 35    
|Manufacturing           |  | 10 - 20    
|Construction            |  | 7 - 10     
|Material handling       |  | 7 - 10     
|Natural gas compressors |  | 7 - 10     
|Transportation, other   |  | 7 - 10     



|4. | Related party transactions:
|-- | ---------------------------

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

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

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

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

Incentive management fees are computed as 3.25% of distributions of cash from operations, as defined in the Limited Partnership Agreement and equipment
management fees are 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.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|4. | Related party transactions (continued):
|-- | ---------------------------------------



During the three and nine month periods ended September 30, 2006 and 2005, AFS and/or affiliates earned fees,
commissions and reimbursements, pursuant to the Limited Partnership Agreement as follows:



|                                                      |  |                                 |         |                                |   |         |  |      |         |  |   |        
|----------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                      |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                                      |  | 2006                            |         | 2005                           |   | 2006    |  | 2005
|Cost reimbursements to General Partner                |  | $                               | 143,503 |                                | $ | 137,156 |  | $    | 405,882 |  | $ | 381,548
|Equipment and incentive management fees to affiliates |  |                                 | 37,728  |                                |   | 70,095  |  |      | 133,537 |  |   | 126,905
|                                                      |  |                                 |         |                                |   |         |  |      |         |  |   |        
|                                                      |  | $                               | 181,231 |                                | $ | 207,251 |  | $    | 539,419 |  | $ | 508,453
|                                                      |  |                                 |         |                                |   |         |  |      |         |  |   |        

The General Partner makes certain payments to third parties on behalf of the Partnership for convenience purposes.
The General Partner made such payments of $229,583 and $110,533 for the three months ended September 30, 2006 and 2005, respectively, and $485,768 and $212,573 for the nine months ended September 30, 2006 and 2005, respectively.



|5. | Non-recourse debt:
|-- | ------------------

At September 30, 2006, non-recourse debt
consists of a note payable to a financial institution. The note is due in monthly payments. Interest on the note is at a fixed rate of 8.37%. The note is secured by an assignment of lease payments and pledges of assets. At September 30, 2006,
the carrying value of the pledged assets is $327,902. The note matures in 2007.

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



|                                      |  |           |         |          |   |       |  |   |        
|------------------------------------- |  | --------- | ------- | -------- | - | ----- |  | - | -------
|                                      |  | Principal |         | Interest |   | Total
|Three months ending December 31, 2006 |  | $         | 22,401  |          | $ | 2,289 |  | $ | 24,690 
|Year ending December 31, 2007         |  |           | 94,424  |          |   | 4,336 |  |   | 98,760 
|                                      |  |           |         |          |   |       |  |   |        
|                                      |  | $         | 116,825 |          | $ | 6,625 |  | $ | 123,450
|                                      |  |           |         |          |   |       |  |   |        



|6. | Commitments:
|-- | ------------

At September 30, 2006, the Partnership had no
commitments to purchase lease assets.



|7. | Guarantees:
|-- | -----------

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

In the normal course of business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease
assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions that each of the contracting parties - in addition to assuming
liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual obligations - also assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm
caused by such partys gross negligence and willful misconduct, including, in certain instances, certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject
to similar contractual commitments in similar transactions, and the losses and claims arising from these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the
reasonable business judgment of the General Partner, no liability will arise as a result of these provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments
differ from those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable
to commercial transactions between businesses. Accordingly, the Partnership believes that



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|7. | Guarantees (continued):
|-- | -----------------------



these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential
liability under the Partnerships similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.



|8. | Partners Capital:
|-- | ------------------

As of September 30, 2006, 12,478,676
Units were issued and outstanding. The Partnership was authorized to issue up to 12,500,000 Units, including the 50 Units issued to the Initial Limited Partners, as defined.

As defined in the Limited Partnership Agreement, the Partnerships Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows
the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2006 and 2005.
The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end of each year.

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

Cash from
Operations

Cash from Operations is distributed 95.75% to the Limited Partners, 1% to AFS and 3.25% to an affiliate of AFS as an
Incentive Management Fee.

Cash from Sales and Refinancing

First, 99% to the Limited Partners and 1% to AFS until each Limited Partner has received Aggregate Distributions in an amount equal to their Original
Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested Capital; and

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

Distributions to the Limited
Partners were as follows:



|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2006                            |            | 2005                           |   | 2006       |  | 2005
|Distributions declared                       |  | $                               | 1,249,007  |                                | $ | 1,249,008  |  | $    | 2,498,016  |  | $ | 6,245,038 
|Weighted average number of Units outstanding |  |                                 | 12,485,863 |                                |   | 12,490,076 |  |      | 12,488,656 |  |   | 12,490,076
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                               | 0.10       |                                | $ | 0.10       |  | $    | 0.20       |  | $ | 0.50      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           



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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-QSB, 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-QSB. 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-QSB or to reflect the occurrence of unanticipated events,
other than as required by law.

Capital Resources and Liquidity

In 2006, the Partnerships primary source of cash was operating lease rents and proceeds from sale of lease assets.

The Partnership is in its liquidation phase therefore the primary source of cash flows for the Partnership going forward is expected to be from rents from operating leases and proceeds from sales of equipment. The liquidity of the
Partnership will vary in the future, increasing to the extent cash flows from leases and proceeds from asset sales exceed expenses, and decreasing as distributions are made to the limited partners and to the extent expenses exceed cash flows from
leases and proceeds from sales of assets.

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 AFSs success in re-leasing or
selling the equipment as it comes off lease.

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

As of September 30, 2006, the Partnership had cumulatively borrowed $65,164,309 on a non-recourse basis with a remaining unpaid balance of $116,825. Non-recourse
debt payments match the rental income received from the underlying leases and therefore do not represent cash outflows for the Partnership. Borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender upon a
default by the lessee on the underlying lease will be to the equipment or corresponding lease acquired with the loan proceeds. The General Partner does not anticipate any future non-recourse borrowings on behalf of the Partnership.

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.

At September 30, 2006 the Partnership had no commitments to purchase leased assets.

Cash Flows

The three months ended September 30, 2006 versus the three months ended September 30, 2005

During the three months ended September 30, 2006 and 2005, the primary source of cash from operations was rents from operating leases. In addition, cash flows were
impacted by changes in certain assets and liabilities. Cash flows from operations were $507,634 and $355,218 for the three months ended September 30, 2006 and 2005, respectively, an increase of $152,416. The increased cash inflow was primarily
a result of growth in accounts payable and accrued liabilities offset by cash outflows related to increases in certain expenses and increased levels of accounts receivable. Net cash inflow related to the increase in accounts payable and accrued
liabilities was $265,040 for the three months ended September 30, 2006 versus a cash outflow related to payments made against accounts payable and accrued liabilities of



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##### Table of Contents

$16,959 for the same period in 2005, a favorable change of $281,999. This cash inflow was offset by a net cash outflow of $85,751 and $53,787 related to
increases in expenses and accounts receivables, respectively . The net increase in expenses was a result of increases in professional fees and outside services offset by a decrease in management fees paid to AFS.

During the three months ended September 30, 2006 and 2005, the main sources of cash flow from investing activities were proceeds from sales of lease assets and
payments on the Partnerships investment in direct financing leases. Proceeds from sales of lease assets are not expected to be consistent from one period to another as the sales of lease assets are subject to various factors such as the timing
of lease terminations, market demand and the condition and uniqueness of the assets subject to sale. Cash provided by investing activities totaled $252,987 and $540,411 for the three months ended September 30, 2006 and 2005, respectively. The
decrease was a result of a decline in proceeds from sales of assets which totaled $233,293 and $499,941 for the three months ended September 30, 2006 and 2005, respectively, a decline of $266,648.

Cash used in financing activities totaled $1,295,458 and $1,281,946 for the three months ended September 30, 2006 and 2005, respectively. The increase was primarily
due to $11,758 of cash used to repurchase Limited Partners Units during the third quarter of 2006 versus zero for the same period in 2005.

The
nine months ended September 30, 2006 versus the nine months ended September 30, 2005

During the nine months ended September 30, 2006 and
2005, the primary source of cash from operations was rents from operating leases. In addition, cash flows were impacted by changes in certain assets and liabilities. Cash flows from operations were $1,506,811 and $1,055,624 for the nine months ended
September 30, 2006 and 2005, respectively, an increase of $451,187. A majority of the cash inflow was a result of an increase in accounts payable and accrued liabilities combined with a decrease in prepaid expenses offset by a year over year
increase in certain expenses and accounts receivable. Net cash inflow related to the increase in accounts payable and accrued liabilities was $341,517 for the nine months ended September 30, 2006 versus a cash outflow related to payments made
against accounts payable and accrued liabilities of $307,476 for the same period in 2005, a favorable change of $648,993. Net cash used to prepay expenses was $9,707 and $231,134 for the first nine months of 2006 and 2005, respectively, a favorable
change of $221,427. The cash inflow mentioned above was offset by net cash outflows of $294,709 and $147,927 related to the year over year increase in expenses and accounts receivable, respectively. The net increase in expenses was a result of
increases in professional fees and outside services, and railcar maintenance expense offset by a decrease in provision for doubtful accounts and other expenses  primarily administrative expenses.

During the nine months ended September 30, 2006 and 2005, the main sources of cash flow from investing activities were proceeds from sales of lease assets and
payments on the Partnerships investment in direct financing leases. Cash provided by investing activities totaled $465,550 and $954,675 for the nine months ended September 30, 2006 and 2005, respectively. The decline was primarily a
result of decreases in proceeds from sales of lease assets and payments received on investments in direct financing leases, related to the declining portfolio of direct financing leases. Net cash inflow from proceeds from sales of lease assets were
$407,587 and $698,742 for the nine months ended September 30, 2006 and 2005, respectively, a decrease of $291,155. Net cash inflow from the reduction of investment in direct financing leases totaled $57,963 and $255,933 for the nine months
ended September 30, 2006 and 2005, respectively, a decrease of $197,970.

During the nine months ended September 30, 2006 and 2005, the
Partnerships financing activities were primarily the repayment of debt and distributions to the General Partner and Limited Partners. Cash used in financing activities totaled $2,600,187 and $6,369,536 for the nine months ended
September 30, 2006 and 2005, respectively. The decrease in cash used was due to a decline in distributions paid to Limited Partners which totaled $2,498,016 and $6,245,038 for the nine months ended September 30, 2006 and 2005, a decrease
of $3,747,022.

Results of operations

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

The three months ended September 30, 2006 versus the three months ended
September 30, 2005

The Partnership had net income of $152,602 and $203,682 for the three months ended September 30, 2006 and 2005,
respectively. The difference reflects a $77,603 decrease in total revenues offset by a $26,523 decrease in operating expenses.



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Total revenues were $978,704 and $1,056,307 for the three months ended September 30, 2006 and 2005, respectively.
The decrease in revenues was primarily due to a decline in gains on sales of assets offset by an increase in operating lease revenue. Gains on sales of assets were $96,604 and $196,707 for the three months ended September 30, 2006 and 2005,
respectively, a decline of $100,103. Operating lease revenues totaled $852,831 and $802,478 for the three month periods ended September 30, 2006 and 2005, respectively, an increase of $50,353 on higher rents resulting from increased railcar
activity.

Total expenses were $826,102 and $852,625 for the three months ended September 30, 2006 and 2005, respectively. The decrease in total
expenses was primarily due to declines in (1) depreciation of operating lease assets and (2) management fees to AFS offset by increases in (1) professional fees, (2) outside services expense and (3) railcar maintenance
expense.

Depreciation of operating lease assets were $266,177 and $409,001 for the three months ended September 30, 2006 and 2005, respectively, a
decrease of $142,824. The decrease in depreciation expense was a result of the declining lease portfolio of the fund which is in the liquidation phase of its lifecycle. Management fees paid to AFS were $37,728 and $70,095 for the three months ended
September 30, 2006 and 2005, a further decrease in operating expenses of $32,367.

The above discussed decrease in expenses was offset by a $118,829
increase in professional fees and outside services expense related to incremental costs of restating the Partnerships prior year financial statements, and $19,639 increase in railcar maintenance expense on increased repairs required during the
third quarter of 2006 when compared to the third quarter of 2005.

The nine months ended September 30, 2006 versus the nine months ended
September 30, 2005

The Partnership had net income of $448,955 and $295,629 for the nine months ended September 30, 2006 and 2005,
respectively. The difference reflects a $198,265 decrease in operating expenses offset by a $44,939 decrease in total revenues.

Total revenues were
$2,692,817 and $2,737,756 for the nine months ended September 30, 2006 and 2005, respectively. The decrease was primarily a result of a decrease in direct financing lease revenue and other revenue offset by an increase in operating lease
revenue. Revenue from direct financing leases totaled $16,107 and $106,350 for the nine months ended September 30, 2006 and 2005, respectively, a decrease of $90,243. The decrease was due to run-off of the lease portfolio. Similarly, other
revenue declined by $27,840 during the same comparative periods resulting from a decline in maintenance costs billed to customers. Offsetting the aforementioned decreases in revenue was a $73,489 year over year increase in operating lease revenues
on higher rents resulting from increased railcar activity.

Total expenses were $2,243,862 and $2,442,127 for the nine months ended September 30, 2006
and 2005, respectively. The decrease was primarily due to declines in (1) depreciation of operating lease assets and (2) provision for doubtful accounts offset by increases in (1) professional fees and outside services expense and
(2) railcar maintenance expense.

Depreciation of operating lease assets were $801,688 and $1,189,997 for the nine months ended September 30,
2006 and 2005, respectively, a decrease of $388,309. The decrease was a result of the decline in the lease portfolio. The provision for doubtful accounts, which was zero for the first nine months of 2006, resulted in further decrease in operating
expenses of $60,950 when compared to the same period of 2005.

The above discussed decrease in expenses was offset by increases of $187,328 and $65,432 in
professional fees and outside services expense as well as railcar maintenance expense, respectively, representing incremental increases on costs related to the restatement of prior period financial statements and increased railcar repair costs,
respectively.



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Item 3. Controls and procedures.

Evaluation of disclosure controls and procedures

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer, evaluated the effectiveness
of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Executive Vice President and Chief
Financial and Operating Officer concluded that at September 30, 2006 certain material weaknesses existed in the Partnerships internal control over financial reporting.

The Partnership does not control the financial reporting process, and is dependent on the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally
accepted accounting principles. The General Partners disclosure controls and procedures over the: a) application of generally accepted accounting principles for leasing transactions (specifically, timely identification and recording of
impairment in leased assets, accumulating and capitalizing costs for initiating leases (IDC), and properly amortizing costs associated with the initiation of a lease); b) allocation of costs incurred by the General Partner on behalf of
the Partnership; c) process of identifying and estimating liabilities in the correct period; and d) financial statement close process, including evaluating the relative significance of misstatements, and preparation of financial statements and
related disclosures were determined to be ineffective and constitute material weaknesses in internal control over financial reporting.

Changes in
internal controls

The General Partner has reviewed the material weaknesses believes that the following corrective actions taken as a whole will
address the material weaknesses in its disclosure controls and procedures described above. These corrective actions are as follows:

With regard to the
timely identification and recording of impairment of leased assets, the General Partner has strengthened its quarterly impairment analysis through additional management review of the analysis.

With regard to IDC, the accounting guidance has been reviewed, and a standard cost model (the Model) has been developed that includes quarterly reviews from
management. Information from the model drives the rates to be capitalized on a lease by lease basis. IDC is amortized over the term of the lease based on a straight-line basis for operating leases and on the effective interest method for direct
finance leases.

With regard to the allocations of costs and expenses incurred by the General Partner, the allocation process has been reviewed and the
costs and expenses have been properly allocated in accordance with the Limited Partnership Operating Agreement.

With regard to identifying and estimating
liabilities in the correct period the General Partner has performed a detailed review to identify and record the liabilities, in the correct period. A standardized quarterly review process has been implemented to ensure the identification and
estimation of the liabilities.

The General Partner has taken the following steps to mitigate the weakness regarding its financial statement close process:
a Chief Accounting Officer and an SEC reporting manager have been hired and the controller position has been split into two separate roles to ensure proper management of the General Partner and the managed Funds accounting operations. Controls
and job functions are being redesigned to increase the documentation of processes and transparency of procedures going forward.



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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and
complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships financial position or results of operations. No material legal proceedings are
currently pending against the Partnership or against any of its assets.

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

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.

Documents filed as a part of this report



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

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



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

31.1 Certification of Dean L. Cash

31.2 Certification of Paritosh K. Choksi

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

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



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SIGNATURES

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

Date: August 8, 2007

ATEL CASH DISTRIBUTION FUND
VI, L.P.

(Registrant)



By:

ATEL Financial Services LLCGeneral 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               



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