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, 1998

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

                        Commission File Number 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


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


                                     ASSETS

                                                  1998              1997
                                                  ----              ----
Cash and cash equivalents                         $1,185,094           $739,701

Accounts receivable                                4,420,833         10,694,629

Investments in leases                            150,601,325        158,856,251
                                            ----------------- ------------------
Total assets                                    $156,207,252       $170,290,581
                                            ================= ==================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $73,997,989        $77,647,591

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

Accounts payable:
   General Partner                                   222,916            314,358
   Equipment purchases                               255,252            255,252
   Other                                           1,414,949            415,660

Accrued interest payable                             393,791          4,108,922

Unearned operating lease income                    1,481,870            524,363
                                            ----------------- ------------------
Total liabilities                                 80,666,767         92,016,146
Partners' capital:
     General Partner                                (281,355)          (254,015)
     Limited Partners                             75,821,840         78,528,450
                                            ----------------- ------------------
Total partners' capital                           75,540,485         78,274,435
                                            ----------------- ------------------
Total liabilities and partners' capital         $156,207,252       $170,290,581
                                            ================= ==================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                1998              1997
                                                                ----              ----
<S>                                                             <C>                <C>       
Revenues:
   Leasing activities:
      Operating leases                                          $9,022,658         $8,800,728
      Direct financing leases                                       36,015             65,241
      Gain on sales of assets                                      677,397             10,805
Interest                                                            11,119              5,872
Other                                                                5,591              1,965
                                                          ----------------- ------------------
                                                                 9,752,780          8,884,611
Expenses:
Depreciation and amortization                                    6,801,704          6,959,760
Interest expense                                                 1,729,830          2,135,295
Administrative cost reimbursements to General Partner              121,773             98,526
Equipment and incentive management fees to General Partner         370,638            363,186
Other                                                              198,369            189,367
Professional fees                                                   10,190             18,036
Provision for losses                                                97,528             88,846
                                                          ----------------- ------------------
                                                                 9,330,032          9,853,016
                                                          ----------------- ------------------
Net income (loss)                                                 $422,748          ($968,405)
                                                          ================= ==================

Net income (loss):
   General Partner                                                  $4,227            ($9,684)
   Limited Partners                                                418,521           (958,721)
                                                          ----------------- ------------------
                                                                  $422,748          ($968,405)
                                                          ================= ==================

Net income (loss) per Limited Partnership Unit                       $0.03             ($0.08)
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, 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                           Limited Partners      General
                              Units             Amount           Partner             Total

<S>                            <C>              <C>                 <C>              <C>        
Balance December 31, 1997      12,500,050       $78,528,450         ($254,015)       $78,274,435
Distributions to partners                        (3,125,131)          (31,567)        (3,156,698)
Net income                                          418,521             4,227            422,748
                         ----------------- ----------------- ----------------- ------------------
Balance March 31, 1998         12,500,050       $75,821,840         ($281,355)       $75,540,485
                         ================= ================= ================= ==================
</TABLE>


                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                            1998              1997
                                                            ----              ----
<S>                                                        <C>                 <C>        
Operating activities:
Net income (loss)                                             $422,748          ($968,405)
Adjustments to reconcile net income to cash
   provided by operating activities:
   Depreciation and amortization                             6,801,704          6,959,760
   Gain on sales of assets                                    (677,397)           (10,805)
   Provision for losses                                         97,528             88,846
   Changes in operating assets and liabilities:
      Accounts receivable                                    6,273,796             57,172
      Accounts payable, General Partner                        (91,442)           114,958
      Accounts payable, other                                  999,289            (96,435)
      Accrued interest payable                              (3,715,131)           273,376
      Unearned lease income                                    957,507            193,275
                                                      ----------------- ------------------
Net cash provided by operations                             11,068,602          6,611,742
                                                      ----------------- ------------------

Investing activities:
Proceeds from sales of assets                                1,883,554            109,855
Reduction of net investment in direct financing leases         149,537            148,465
Purchases of equipment on operating leases                           -           (735,210)
Purchases of equipment on direct financing leases                    -            (33,815)
                                                      ----------------- ------------------
Net cash provided by (used in) investing activities          2,033,091           (510,705)
                                                      ----------------- ------------------

Financing activities:
Repayments of non-recourse debt                             (7,849,597)        (3,095,157)
Repayments of borrowings under line of credit               (5,850,000)        (1,098,257)
Proceeds of non-recourse debt                                4,199,995            911,036
Distributions to partners                                   (3,156,698)        (3,097,838)
Payment of syndication costs to General Partner                      -            (31,547)
                                                      ----------------- ------------------
Net cash used in financing activities                      (12,656,300)        (6,411,763)
                                                      ----------------- ------------------

Net increase (decrease) in cash and cash equivalents           445,393           (310,726)

Cash and cash equivalents at beginning of period               739,701          1,123,336
                                                      ----------------- ------------------
Cash and cash equivalents at end of period                  $1,185,094           $812,610
                                                      ================= ==================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $5,444,961         $1,861,919
                                                      ================= ==================
</TABLE>



                             See accompanying notes.

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

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2. Organization and partnership matters:

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

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 or        Reclassi-           Balance
                                        December 31,                          Amortization      fications or        March 31,
                                            1997             Additions         of Leases        Dispositions          1998
                                            ----             ---------         ---------      - -------------         ----
<S>                                        <C>                    <C>            <C>               <C>               <C>         
Net investment in operating
   leases                                  $152,814,493                          ($6,573,820)         ($13,435)      $146,227,238
Net investment in direct
   financing leases                           2,850,933                             (149,537)       (1,085,472)         1,615,924
Residual interests                              379,551                                    -                 -            379,551
Assets held for sale or lease                   428,609                                               (107,250)           321,359
Reserve for losses                             (687,558)          ($97,528)                -                 -           (785,086)
Initial direct costs, net of
   accumulated amortization                   3,070,223                  -          (227,884)                -          2,842,339
                                     -------------------  ----------------- ----------------- ----------------- ------------------
                                           $158,856,251           ($97,528)      ($6,951,241)      ($1,206,157)      $150,601,325
                                     ===================  ================= ================= ================= ==================
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance                                                Balance
                               December 31,                                            March 31,
                                   1997           Additions        Dispositions          1998
                                   ----           ---------        ------------          ----
<S>                              <C>                <C>                  <C>            <C>         
Transportation                   $100,087,024                            ($17,306)      $100,069,718
Construction                       32,643,774                                   -         32,643,774
Manufacturing                      30,738,706                                   -         30,738,706
Materials handling                 18,710,808                                   -         18,710,808
Office automation                  13,068,112                                   -         13,068,112
Miscellaneous                       3,683,663                                   -          3,683,663
Communications                        658,185                                   -            658,185
Medical                               343,409                                   -            343,409
Food processing                       317,520                                   -            317,520
                             ----------------- ----------------- ----------------- ------------------
                                  200,251,201                             (17,306)       200,233,895
Less accumulated depreciation     (47,436,708)      ($6,573,820)            3,871        (54,006,657)
                             ----------------- ----------------- ----------------- ------------------
                                 $152,814,493       ($6,573,820)         ($13,435)      $146,227,238
                             ================= ================= ================= ==================
</TABLE>

All of the property on leases was acquired in 1995, 1996 and 1997. There were no
significant dispositions of such property.

At March 31, 1998, the aggregate amounts of future minimum lease payments are as
follows:

                                                  Direct
             Year ending      Operating         Financing
            December 31,        Leases            Leases            Total

                    1998        $19,018,583          $363,149       $19,381,732
                    1999         26,622,622           305,789        26,928,411
                    2000         20,557,028           245,719        20,802,747
                    2001         11,052,683           149,766        11,202,449
                    2002          4,399,504           112,480         4,511,984
              Thereafter         21,189,085           493,800        21,682,885
                           ----------------- ----------------- -----------------
                               $102,839,505        $1,670,703      $104,510,208
                           ================= ================= =================


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (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
6.5% to 10.53%.


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

            Year ending
           December 31,      Principal          Interest           Total

                   1998        $12,473,382        $2,413,583       $14,886,965
                   1999         18,004,634         4,912,259        22,916,893
                   2000         15,297,422         3,494,887        18,792,309
                   2001          8,154,489         2,368,107        10,522,596
                   2002          5,012,964         1,720,382         6,733,346
             Thereafter         15,055,098         5,505,192        20,560,290
                          ----------------- ----------------- -----------------
                               $73,997,989       $20,414,410       $94,412,399
                          ================= ================= =================


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  administrative services to the Partnership.
Administrative  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 administrative 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  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (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>

                                                                                      1998              1997
                                                                                      ----              ----
<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).                        $370,638           $363,186

Reimbursement of other syndication costs                                                       -             31,547

Administrative costs reimbursed to General Partner                                       121,773             98,526
                                                                                ----------------- ------------------
                                                                                        $492,411           $493,259
                                                                                ================= ==================
</TABLE>


6. Partner's capital:

As  of  March  31,  1998,   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%  (95%  prior  to July 1,  1995)  of  Distributions  of Cash  from
Operations to the Limited Partners,  1% of Distributions of Cash from Operations
to the General  Partner and 3.25% (4% prior to July 1, 1995) to an  affiliate of
the General Partner as Incentive Management  Compensation,  99% of Distributions
of Cash from Sales or  Refinancing  to the Limited  Partners and 1% of Cash from
Sales or Refinancing to the General Partner.

Second,  the balance to the Limited  Partners  until the Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 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.







<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


7.  Line of credit:

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

At March 31, 1998, the Partnership  had $2,900,000 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1998.




<PAGE>

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

Capital Resources and Liquidity

During  the first  quarter  of 1998,  the  Partnership's  primary  activity  was
engaging in equipment leasing activities.

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

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1998.

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

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

Through  March  31,  1998,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse  basis.  As of that date,  $73,997,989  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, 1998,  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.


<PAGE>

Cash Flows

During the first quarters of 1998 and 1997, the Partnership's  primary source of
cash 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.  The primary  investing use of cash in
1997 was the purchase of assets on operating leases.

In 1998 and 1997, the only financing source of cash was proceeds of non-recourse
debt.  Those  proceeds  were  used to make  repayments  on the  line of  credit.
Repayments of  non-recourse  debt have increased  compared to 1997. The increase
resulted from making  scheduled  payments on non-recourse  debt, the balances of
which have increased due to borrowings over the last twelve months.


Results of operations

Operations  resulted in a net income of $422,748 in 1998  compared to a net loss
of  $968,405  in 1997.  The  Partnership's  primary  source of  revenues is from
operating  leases.  Depreciation  expense is directly related to operating lease
assets.  During 1997,  there were  significant  acquisitions  of operating lease
assets.  This has given rise to the increase in depreciation  expense and to the
increase in operating lease revenues compared to the first quarter of 1997.

Almost all of the gains  recognized  on the sales of lease assets  resulted from
the sale of rail tank  cars.  The assets  had been  carried as direct  financing
lease assets and had been leased to IMC Fertilizer.

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.  Debt has been  reduced from a total of  $96,387,989  at December 31,
1996 to $76,897,989 at March 31, 1998.








<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                 (a) Documents filed as a part of this report

                   1. Financial Statements

                      Included in Part I of this report:

                      Balance Sheets, March 31, 1998 and December 31, 1997.

                      Statement  of changes in  partners'  capital for the three
                         months ended March 31, 1998.

                      Statements of operations for the three month periods ended
                         March 31, 1998 and 1997.

                      Statements of cash flows for the three month periods ended
                         March 31, 1998 and 1997.

                      Notes to the Financial Statements

                   2. Financial Statement Schedules

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

                 (b)  Report on Form 8-K

                      None


<PAGE>

                                   SIGNATURES


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

Date:
May 12, 1998

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




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




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




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




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