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 March 31, 2001

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

                        Commission File Number 000-28368

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None






                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)


                                     ASSETS

                                                   2001              2000
                                                   ----              ----
Cash and cash equivalents                            $ 720,531     $ 1,947,276

Accounts receivable, net of allowance for
   doubtful accounts of $585,186 in 2001
   and $282,991in 2000                               4,019,576       7,595,825

Investments in leases                               67,292,085      69,806,998
                                             ------------------ ---------------
Total assets                                      $ 72,032,192     $79,350,099
                                             ================== ===============


                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $ 24,126,566     $28,971,912

Lines of credit                                      1,000,000               -

Accounts payable:
   General Partner                                     170,749         264,395
   Equipment purchases                                   5,452           5,452
   Other                                               569,207         331,385

Accrued interest payable                                41,630       1,102,361

Unearned operating lease income                        116,663         137,196
                                             ------------------ ---------------
Total liabilities                                   26,030,267      30,812,701
Partners' capital:
     General Partner                                  (582,286)       (472,607)
     Limited Partners                               46,584,211      49,010,005
                                             ------------------ ---------------
Total partners' capital                             46,001,925      48,537,398
                                             ------------------ ---------------
Total liabilities and partners' capital           $ 72,032,192     $79,350,099
                                             ================== ===============

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2001                2000
                                                                  ----                ----
   Leasing activities:
<S>                                                                <C>                <C>
      Operating leases                                             $ 4,360,870        $ 5,945,362
      Direct financing leases                                           52,262             25,755
      Gain on sales of assets                                           98,421          4,254,908
Interest                                                                25,896              3,478
Other                                                                    7,797                502
                                                          --------------------- ------------------
                                                                     4,545,246         10,230,005
Expenses:
Depreciation and amortization                                        2,415,771          5,047,561
Interest expense                                                       640,379          1,104,356
Equipment and incentive management fees to General Partner             288,897            205,276
Cost reimbursements to General Partner                                 167,832             87,405
Other                                                                  140,724            210,170
Professional fees                                                       27,366             18,701
                                                          --------------------- ------------------
                                                                     3,680,969          6,673,469
                                                          --------------------- ------------------
Net income                                                           $ 864,277        $ 3,556,536
                                                          ===================== ==================

Net income:
   General Partner                                                     $ 8,643           $ 35,565
   Limited Partners                                                    855,634          3,520,971
                                                          --------------------- ------------------
                                                                     $ 864,277        $ 3,556,536
                                                          ===================== ==================

Net income per Limited Partnership Unit                                 $ 0.07             $ 0.28
Weighted average number of Units outstanding                        12,500,050         12,500,050
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Limited Partners        General
                                 Units            Amount             Partner               Total
<S>                               <C>             <C>                    <C>               <C>
Balance December 31, 2000         12,500,050      $49,010,005            $ (472,607)       $48,537,398
Distributions to partners                          (3,281,428)             (118,322)        (3,399,750)
Net income                                            855,634                 8,643            864,277
                           ------------------ ---------------- --------------------- ------------------
Balance March 31, 2001            12,500,050      $46,584,211            $ (582,286)       $46,001,925
                           ================== ================ ===================== ==================
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000


<TABLE>
<CAPTION>
Operating activities:                                         2001                2000
                                                              ----                ----
<S>                                                              <C>              <C>
Net income                                                       $ 864,277        $ 3,556,536
Adjustments to reconcile net income to cash provided
   by operating activities:
   Depreciation and amortization                                 2,415,771          5,047,561
   Gain on sales of assets                                         (98,421)        (4,254,908)
   Changes in operating assets and liabilities:
      Accounts receivable                                       (1,223,751)         2,381,822
      Accounts payable, General Partner                            (93,646)          (955,266)
      Accounts payable, other                                      237,822             21,533
      Accrued interest payable                                     343,604            327,599
      Unearned lease income                                        (20,533)         1,030,750
                                                      --------------------- ------------------
Net cash provided by operations                                  2,425,123          7,155,627
                                                      --------------------- ------------------

Investing activities:
Proceeds from sales of assets                                      148,078         18,118,977
Reduction of net investment in direct financing leases              49,485             56,452
                                                      --------------------- ------------------
Net cash provided by investing activities                          197,563         18,175,429
                                                      --------------------- ------------------

Financing activities:
Distributions to partners                                       (3,399,750)        (3,281,327)
Repayments of non-recourse debt                                 (1,449,681)        (6,995,980)
Borrowings under line of credit                                  1,000,000                  -
Repayments of borrowings under line of credit                            -         (8,350,000)
                                                      --------------------- ------------------
Net cash used in financing activities                           (3,849,431)       (18,627,307)
                                                      --------------------- ------------------

Net (decrease) increase in cash and cash equivalents            (1,226,745)         6,703,749

Cash and cash equivalents at beginning of period                 1,947,276            390,463
                                                      --------------------- ------------------
Cash and cash equivalents at end of period                       $ 720,531        $ 7,094,212
                                                      ===================== ==================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                         $ 296,775          $ 776,757
                                                      ===================== ==================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service
   per lease and debt agreement:
Accrued interest payable                                      $ (1,404,335)      $ (1,774,345)
Non-recourse debt                                               (3,395,665)        (3,025,655)
                                                      --------------------- ------------------
Accounts receivable                                           $ (4,800,000)      $ (4,800,000)
                                                      ===================== ==================
</TABLE>
                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (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.

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                             Depreciation
                                              Balance         Expense and         Reclassi-             Balance
                                           December 31,      Amortization       fications and          March 31,
                                               2000            of Leases         Dispositions            2001
                                               ----            ---------     -   -------------           ----
<S>                                            <C>             <C>                      <C>              <C>
Net investment in operating leases             $66,838,736     $ (2,351,798)            $ 150,764        $64,637,702
Net investment in direct financing leases        1,019,935          (49,485)               15,240            985,690
Residual interests                                 379,551                -                     -            379,551
Assets held for sale or lease                      953,554                -              (319,557)           633,997
Reserve for losses                                (291,905)               -               103,896           (188,009)
Initial direct costs, net of
   accumulated amortization                        907,127          (63,973)                    -            843,154
                                         ------------------ ---------------- --------------------- ------------------
                                               $69,806,998     $ (2,465,256)            $ (49,657)       $67,292,085
                                         ================== ================ ===================== ==================
</TABLE>




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                   Balance                             Reclassi-             Balance
                                December 31,                         fications and          March 31,
                                    2000          Depreciation        Dispositions            2001
                                    ----          ------------    -   -------------           ----
<S>                                 <C>             <C>                      <C>              <C>
Transportation                      $85,622,871                              $ (24,485)       $85,598,386
Construction                         21,133,558                               (396,262)        20,737,296
Materials handling                   16,923,148                               (305,500)        16,617,648
Office automation                     2,658,730                                (88,770)         2,569,960
Other                                 1,088,706                               (295,751)           792,955
Manufacturing                           409,385                                      -            409,385
                              ------------------ ---------------- --------------------- ------------------
                                    127,836,398                             (1,110,768)       126,725,630
Less accumulated depreciation       (60,997,662)    $ (2,351,798)            1,261,532        (62,087,928)
                              ------------------ ---------------- --------------------- ------------------
                                    $66,838,736     $ (2,351,798)            $ 150,764        $64,637,702
                              ================== ================ ===================== ==================
</TABLE>

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

At March 31, 2001, the aggregate amounts of future minimum lease payments are as
follows:

                                        Direct
    Year ending      Operating         Financing
   December 31,       Leases            Leases              Total
   ------------       ------            ------              -----
           2001        $ 8,232,100        $ 288,629           $ 8,520,729
           2002          6,794,522          293,144             7,087,666
           2003          3,292,222          110,354             3,402,576
           2004          2,800,473          110,354             2,910,827
           2005          2,709,828           98,760             2,808,588
     Thereafter         12,152,492          197,520            12,350,012
                 ------------------ ---------------- ---------------------
                       $35,981,637       $1,098,761          $ 37,080,398
                 ================== ================ =====================




                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.33% to 12.22%.

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

         Year ending
        December 31,      Principal         Interest             Total
        ------------      ---------         --------             -----
                2001        $ 2,413,860        $ 800,985           $ 3,214,845
                2002          5,743,147        1,825,912             7,569,059
                2003          5,486,383        1,237,052             6,723,435
                2004            821,505          633,380             1,454,885
                2005            476,034          591,844             1,067,878
          Thereafter          9,185,637        3,042,043            12,227,680
                      ------------------ ---------------- ---------------------
                            $24,126,566       $8,131,216          $ 32,257,782
                      ================== ================ =====================


5.  Related party transactions:

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

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

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



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


5.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                         2001                2000
                                                                                         ----                ----
<S>                                                                                         <C>                <C>
Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                            $ 288,897          $ 205,276


Costs reimbursed to General Partner                                                           167,832             87,405
                                                                                 --------------------- ------------------
                                                                                            $ 456,729          $ 292,681
                                                                                 ===================== ==================
</TABLE>


6. Partner's capital:

As  of  March  31,  2001,   12,500,050  Units  ($125,000,500)  were  issued  and
outstanding.

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,  95.75% of Distributions of Cash from Operations to the Limited Partners,
1% of  Distributions of Cash from Operations to the General Partner and 3.25% 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 10% 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% of remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.










                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $62,000,000 revolving credit agreement with a group of financial
institutions  which  expires  on April  12,  2002.  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 March 31, 2001, the Partnership  had $1,000,000 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 March 31,
2001.





                                       10
<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 2001 and 2000, the  Partnership's  primary  activity
was engaging in equipment leasing activities. In 2001, the Partnership's primary
source of liquidity  was rents from  operating  leases.  In the first quarter of
2000, the Partnership's  primary source of cash was proceeds from sales of lease
assets.

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  $62,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on April 12, 2002.

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

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

Through  March  31,  2001,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse  basis.  As of that date,  $24,126,506  remained  outstanding.  The
General Partner expects that aggregate  borrowings in the future will not exceed
50% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 50% of the total cost of  equipment,  in
aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the  acquisition of additional  equipment.  As of March 31, 2001,  there were no
such commitments.

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.



                                       11
<PAGE>

Cash Flows

During the first quarters of 2001 and 2000, the Partnership's  primary source of
cash from  operating  activities  was rents  from  operating  leases.  Cash from
operating  activities  was almost  entirely from  operating  lease rents in both
years.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only  investing  sources of cash.  Proceeds  from sales of lease assets
increased  from  $18,118,977  in 2000 to  $148,078  in 2001.  Most of the  sales
proceeds in 2000 were used to pay down  non-recourse  debt and borrowings on the
line of credit.

In 2001,  the only  source  of cash from  financing  activities  was  $1,000,000
borrowed  on the line of credit.  There  were no sources of cash from  financing
activities in 2000.  Repayments of  non-recourse  debt  decreased as a result of
scheduled  debt  payments.  In addition,  in 2000 there were  repayments of debt
prior to maturity using the proceeds of sales of lease assets.


Results of operations

Operations  resulted in a net income of $720,531 in 2001  compared to $7,094,212
in 2000. The Partnership's primary source of revenues is from operating leases.

In 2000, most all of the gains  recognized on the sales of lease assets resulted
from the sale of  locomotives.  There were no similar  large  sales of assets in
2001.

Interest expense has been reduced due to scheduled payments on the Partnership's
non-recourse  debt and due to reductions of the amounts  borrowed under the line
of credit.

Depreciation  expense has  decreased  from  $4,908,412  in 2000 to $2,351,798 in
2001.  Depreciation  is related to operating  lease  assets.  The amount of such
assets has decreased from  $185,971,769  at January 1, 2000 to  $126,725,630  at
March 31, 2001. As operating  leases  mature and the assets are sold,  operating
lease revenues and depreciation expense will continue to decrease.











                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Quaker Coal Company:

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998.  No lease  payments were made by the
lessee through June of 1998, and as a result,  the General Partner  declared the
lease in default.  Subsequently,  the lessee cured the outstanding  payments and
eventually  satisfied  substantially  all lease  payments  due under the  Lease;
however,  the  General  Partner  refused to waive the  default  and  insisted on
contractual damages. The General Partner filed a suit against the lessee for its
contractual  damages in the U.S.  District  Court of  Northern  California  (the
"Court")  (Case No.  98-02971  THE).  On June 16,  2000,  the  lessee  filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

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

The Pittston Company:

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

The General Partner  believes that it has a reasonable basis for prevailing with
respect to this matter, and will aggressively assert its defense.

Applied Magnetics Corporation:

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

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



                                       13
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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, March 31, 2001 and December 31, 2000.

                         Statement of changes in partners' capital for the three
                         months ended March 31, 2001.

                         Income  statements  for the three month  periods  ended
                         March 31, 2001 and 2000.

                         Statements  of cash flows for the three  month  periods
                         ended March 31, 2001 and 2000.

                         Notes to the Financial Statements

                     2.  Financial Statement Schedules

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

                     (b) Report on Form 8-K

                         None



                                       14
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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:
May 11, 2001

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




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




                                 By: /s/ Paritosh K. Choksi
                                     -------------------------------------
                                     Paritosh K. Choksi
                                     Principal financial officer
                                     of registrant




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

                                       15
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