Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934.
                           For the quarterly period ended June 30, 1997

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

                         Commission File Number 0-28368

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

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

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

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



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

                                    Yes |X|
                                     No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                   1997               1996
                                                   ----               ----
Cash and cash equivalents                           $661,643        $1,123,336

Accounts receivable                                9,166,630         6,198,258

Investments in leases                            172,289,921       185,510,097
                                           ------------------ -----------------
Total assets                                    $182,118,194      $192,831,691
                                           ================== =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $86,172,114       $80,789,732

Line of credit                                     6,000,000        15,598,257

Accounts payable:
   General Partner                                   185,528            45,070
   Equipment purchases                               441,852           638,379
   Other                                             327,330           415,008

Accrued interest payable                           3,227,826         1,746,206

Unearned operating lease income                      644,145           397,883
                                           ------------------ -----------------
Total liabilities                                 96,998,795        99,630,535

Partners' capital:
     General Partner                                (199,372)         (118,690)
     Limited Partners                             85,318,771        93,319,846
                                           ------------------ -----------------
Total partners' capital                           85,119,399        93,201,156
                                           ------------------ -----------------
Total liabilities and partners' capital         $182,118,194      $192,831,691
                                           ================== =================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Six Months                         Three Months
                                                                    Ended June 30,                      Ended June 30,
                                                                    --------------                      --------------
                                                                 1997             1996              1997               1996
                                                                 ----             ----              ----               ----
Revenues:
Leasing activities:
<S>                                                             <C>               <C>                <C>               <C>
   Operating lease revenues                                     $17,658,555       $9,500,698         $8,857,827        $5,508,771
   Direct financing leases                                          125,600          110,218             60,359            53,907
   Gain on sales of assets                                           60,113            9,380            49,308              3,856
Interest income                                                      13,680           38,926              7,808            22,640
Other                                                                 1,467            1,965               (498)              637
                                                           ----------------- ---------------- ------------------ -----------------
                                                                 17,859,415        9,661,187          8,974,804         5,589,811
Expenses:
Depreciation and amortization                                    13,776,065        7,438,946          6,816,305         4,136,863
Interest                                                          4,292,369        1,919,915          2,157,074         1,152,283
Equipment and incentive management fees                             698,428          421,628            335,242           145,268
Other                                                               429,575          141,343            240,208           124,034
Administrative cost reimbursements                                  190,972          280,394             92,446           163,614
Provision for losses                                                178,594           96,599             89,748            55,885
Professional fees                                                    47,844          123,552             29,808            79,687
                                                           ----------------- ---------------- ------------------ -----------------
                                                                 19,613,847       10,422,377          9,760,831         5,857,634
                                                           ----------------- ---------------- ------------------ -----------------
Net loss                                                        ($1,754,432)       ($761,190)         ($786,027)        ($267,823)
                                                           ================= ================ ================== =================
Net loss:
     General partner                                               ($17,544)         ($7,612)           ($7,860)          ($2,678)
     Limited partners                                            (1,736,888)        (753,578)          (778,167)         (265,145)
                                                           ----------------- ---------------- ------------------ -----------------
                                                                ($1,754,432)       ($761,190)         ($786,027)        ($267,823)
                                                           ================= ================ ================== =================
Weighted average number of units
   outstanding                                                   12,500,050        7,800,111         12,500,050         8,559,764

Net loss per limited partnership unit                                ($0.14)          ($0.10)            ($0.06)           ($0.03)
</TABLE>



                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1997

                                   (Unaudited)

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

<S>                                                              <C>             <C>                  <C>             <C>
Balance December 31, 1996                                        12,500,050      $93,319,846          ($118,690)      $93,201,156
Other syndication costs to affiliates                                                (41,174)                 -           (41,174)
Distributions to partners                                                         (6,223,013)           (63,138)       (6,286,151)
Net loss                                                                          (1,736,888)           (17,544)       (1,754,432)
                                                           ----------------- ---------------- ------------------ -----------------
Balance June 30, 1997                                            12,500,050      $85,318,771          ($199,372)      $85,119,399
                                                           ================= ================ ================== =================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                      Six Months                         Three Months
                                                                    Ended June 30,                      Ended June 30,
                                                                    --------------                      --------------
                                                                 1997             1996              1997               1996
                                                                 ----             ----              ----               ----
<S>                                                              <C>             <C>                 <C>              <C>

Operating activities:
Net loss                                                        ($1,754,432)       ($761,190)         ($786,027)        ($267,823)
Adjustments to reconcile net loss to net cash
   provided by operations
   Depreciation and amortization                                 13,776,065        7,438,946          6,816,305         4,136,863
   Gain on sales of assets                                          (60,113)          (9,380)          (49,308)            (3,856)
   Provision for losses                                             178,594           96,599             89,748            55,885
Changes in operating assets and liabilities:
      Accounts receivable                                        (2,968,372)        (684,467)        (3,025,544)       (1,567,815)
      Accounts payable, general partner                             140,458          (50,540)            25,500           136,873
      Accounts payable, other                                       (87,678)          86,597              8,757           (91,853)
      Accrued interest expense                                    1,481,620           69,514          1,208,244           264,681
      Unearned lease income                                         246,262          (87,367)            52,987          (209,381)
                                                           ----------------- ---------------- ------------------ -----------------

Net cash provided by operating activities                        10,952,404        6,098,712          4,340,662         2,453,574
                                                           ----------------- ---------------- ------------------ -----------------

Investing activities:
Purchase of equipment on operating leases                        (1,338,943)     (54,863,984)          (603,733)      (21,121,597)
Reduction in net investment in direct
   financing leases                                                 299,201          236,138            150,736           119,271
Proceeds from sales of assets                                       202,660          103,247             92,805            27,322
Purchase of equipment on direct financing
   leases                                                           (33,815)        (109,416)                 -          (109,416)
Payments of initial direct costs to General
   Partner                                                                -       (1,551,040)                 -          (484,872)
Purchase of residual interests                                            -         (335,140)                 -                 -
                                                           ----------------- ---------------- ------------------ -----------------
Net cash used in investing activities                              (870,897)     (56,520,195)          (360,192)      (21,569,292)
                                                           ----------------- ---------------- ------------------ -----------------
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Six Months                         Three Months
                                                                    Ended June 30,                      Ended June 30,
                                                                    --------------                      --------------
                                                                 1997             1996              1997               1996
                                                                 ----             ----              ----               ----
<S>                                                             <C>              <C>                 <C>              <C>
Financing activities:
Borrowings on line of credit                                        460,974       39,479,380            460,974        13,205,207
Repayment of line of credit                                     (10,059,231)     (50,496,822)        (8,960,974)      (28,180,813)
Proceeds of long-term non-recourse debt                          10,686,017       39,734,152          9,774,981        22,013,703
Repayment of long-term non-recourse debt                         (5,303,635)        (728,003)        (2,208,478)         (492,886)
Distributions to partners                                        (6,286,151)      (3,583,893)        (3,188,313)       (1,979,731)
Payment of syndication costs to General
   Partner                                                          (41,174)      (4,437,955)            (9,627)       (2,786,391)
Capital contributions contributed                                         -       30,629,290                  -        15,790,010
                                                           ----------------- ---------------- ------------------ -----------------
Net cash provided by (used in) financing
   activities                                                   (10,543,200)      50,596,149         (4,131,437)       17,569,099
                                                           ----------------- ---------------- ------------------ -----------------

Net (decrease) increase in cash and
   cash equivalents                                                (461,693)         174,666           (150,967)       (1,546,619)
Cash at beginning of period                                       1,123,336        2,074,913            812,610         3,796,198
                                                           ----------------- ---------------- ------------------ -----------------
Cash at end of period                                              $661,643       $2,249,579           $661,643        $2,249,579
                                                           ================= ================ ================== =================

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                         $2,810,749       $1,850,401           $948,830        $1,082,769
                                                           ================= ================ ================== =================
</TABLE>

                             See accompanying notes.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (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.

As of December 31, 1994, the Fund had not commenced  operations other than those
relating to organizational  matters.  The Fund, or the General Partner on behalf
of the Fund, will incur costs in connection with the organization,  registration
and issuance of the Limited Partnership Units (Units).  The amount of such costs
to be borne by the Fund is  limited  by certain  provisions  of the  Partnership
Agreement. Operations commenced January 3, 1995.

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




<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                               Depreciation
                                                                               Expense or         Reclass-
                                        December 31,                          Amortization      ifications &         June 30,
                                            1996              Additions         of Leases       Dispositions           1997
                                            ----              ---------         ---------     - -------------          ----
<S>                                         <C>                    <C>          <C>                   <C>            <C>
Net investment in operating
   leases                                   $177,700,195         $1,142,416     ($13,150,672)         ($161,201)     $165,530,738
Net investment in direct
   financing leases                            3,442,129             33,815         (299,201)                 -         3,176,743
Assets held for sale or lease                     44,318                  -                -             18,654            62,972
Residual interests                               379,551                  -                -                  -           379,551
Reserve for losses                              (322,706)          (178,594)               -                  -          (501,300)
Initial direct costs, net of
   accumulated amortization                    4,266,610                  -         (625,393)                 -         3,641,217
                                     -------------------- ------------------ ---------------- ------------------ -----------------
                                            $185,510,097           $997,637     ($14,075,266)         ($142,547)     $172,289,921
                                     ==================== ================== ================ ================== =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                               Acquisitions &        Balance
                                                             December 31,                       Dispositions         June 30,
                                                                 1996          1st Quarter       2nd Quarter           1997
                                                                 ----          -----------       -----------           ----
<S>                                                            <C>               <C>                <C>              <C>
Transportation                                                 $101,516,495         ($67,540)                        $101,448,955
Construction                                                     32,643,774                -                           32,643,774
Manufacturing                                                    30,738,706                -                           30,738,706
Materials handling                                               18,727,504                -                           18,727,504
Office automation                                                11,352,842          538,683           $40,323         11,931,848
Miscellaneous                                                     3,683,663                -                 -          3,683,663
Communications                                                      658,185                -                 -            658,185
Medical                                                             343,409                -                 -            343,409
Food processing                                                     317,520                -                 -            317,520
                                                           ----------------- ---------------- ------------------ -----------------
                                                                199,982,098          471,143             40,323       200,493,564
Less accumulated depreciation                                   (22,281,903)      (6,631,769)        (6,049,154)      (34,962,826)
                                                           ----------------- ---------------- ------------------ -----------------
                                                               $177,700,195      ($6,160,626)       ($6,008,831)     $165,530,738
                                                           ================= ================ ================== =================
</TABLE>

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








<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 1997, the aggregate  amounts of future minimum lease payments are as
follows:

                                                  Direct
            Year ending       Operating         Financing
            December 31,        Leases            Leases             Total
            ------------        ------            ------             -----
                   1997        $16,206,420         $417,176        $16,623,596
                   1998         32,625,397          471,458         33,096,855
                   1999         29,544,227          231,052         29,775,279
                   2000         24,941,248          170,983         25,112,231
                   2001         15,548,120          105,538         15,653,658
             Thereafter         34,015,320          592,560         34,607,880
                          ----------------- ---------------- ------------------
                              $152,880,732       $1,988,767       $154,869,499
                          ================= ================ ==================


4.  Non-recourse debt:

Notes  payable  to  financial  institutions  are  due  in  varying  monthly  and
semi-annual  installments  of principal and  interest.  The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 11.186%.

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

             Year ending
            December 31,      Principal         Interest            Total
            ------------      ---------         --------            -----
                   1997         $8,519,973       $2,615,677        $11,135,650
                   1998         16,123,942        7,792,128         23,916,070
                   1999         18,005,658        4,912,475         22,918,133
                   2000         15,298,516        3,495,033         18,793,549
                   2001          8,155,658        2,368,177         10,523,835
             Thereafter         20,068,367        7,225,579         27,293,946
                          ----------------- ---------------- ------------------
                               $86,172,114      $28,409,069       $114,581,183
                          ================= ================ ==================



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


5.  Related party transactions:

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

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

<TABLE>
<CAPTION>
                                                                                                    1997               1996
                                                                                                    ----               ----
<S>                                                                                                    <C>             <C>
Incentive  management  fees  (computed  as 3.25% of  distributions  of cash from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% of gross revenues from operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                                       $698,428          $421,628

Reimbursement of administrative costs                                                                   190,972           280,394

Reimbursement of other syndication costs                                                                 41,174         1,528,172

Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital)                                                               -         2,909,783

Acquisition  fees equal to 3.0% of the equipment  purchase price, for evaluating
and selecting equipment to be acquired (not to exceed approximately 4.5% of
Gross Proceeds, included in property on operating leases).                                                    -         1,551,040
                                                                                              ------------------ -----------------
                                                                                                       $930,574        $6,691,017
                                                                                              ================== =================
</TABLE>



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


6. Partner's capital:

As  of  June  30,  1997,   12,500,050  Units   ($125,000,500)  were  issued  and
outstanding.  The Fund's registration statement with the Securities and Exchange
Commission became effective  November 23, 1994 and its offering was concluded on
November 23,  1996.  The Fund is  authorized  to issue up to  12,500,050  Units,
including the 50 Units issued to the initial limited partners.

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partner.

Available Cash from Operations and Cash from Sales and  Refinancing,  as defined
in the Limited Partnership Agreement, shall be distributed as follows:

     First,  95%  (95.75%  after June 30,  1995) of  Distributions  of Cash from
     Operations  to the  Limited  Partners,  1% of  Distributions  of Cash  from
     Operations  to the General  Partner and 4% (3.25% after June 30, 1995) ( to
     an affiliate of the General Partner as Incentive  Management  Compensation,
     99% of  Distributions  of Cash from  Sales or  Refinancing  to the  Limited
     Partners and 1% of Cash from Sales or Refinancing to the General Partner.

     Second, the balance to the Limited Partners until the Limited Partners have
     received  Aggregate  Distributions  in an  amount  equal to their  Original
     Invested Capital,  as defined,  plus a 8% per annum cumulative  (compounded
     daily) return on their Adjusted Invested Capital.

     Third,  an  affiliate  of the General  Partner  will  receive as  Incentive
     Management Compensation, 4% (3.25% after June 30, 1995) of remaining Cash
     from Sales or Refinancing.

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At June 30, 1997, the Partnership had $6,000,000 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 June 30,
1997.


8.  Commitments:

As of June 30, 1997, the  Partnership  had  outstanding  commitments to purchase
lease equipment totaling approximately $3,784,000.


<PAGE>

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

Capital Resources and Liquidity

During  the  first  and  second  quarters  of 1996,  the  Partnership's  primary
activities were raising funds through its offering of Limited  Partnership Units
(Units) and engaging in equipment leasing  activities.  As of November 23, 1996,
the Partnership  had received and accepted  subscriptions  for 12,500,000  Units
($125,000,000) and the Partnership's  offering was closed. During the first half
of 1997, 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, 1997.

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

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

As of June 30, 1997, the Partnership had borrowed  $96,305,533  with a remaining
unpaid  balance of  $86,172,114.  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.  Such commitments totaled approximately
$3,784,000 as of June 30, 1997.

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, 1997 vs. 1996:

Six months:

In 1997,  the  Partnership's  primary  source of cash was rents  from  operating
leases. Cash provided by operations  increased by $4,853,692 (from $6,098,712 in
1996 to $10,952,404 in 1997). This increase was due to an increase of $8,157,857
in operating lease rents.

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

The Partnership's most significant  source of cash from financing  activities in
1997 was proceeds of  non-recourse  debt. The proceeds of this debt were used to
make payments on the Partnership's  line of credit. In 1996, the proceeds of the
Partnership's  offering was also a significant  source of cash. The offering was
concluded in the fourth quarter of 1996.

Three months:

Operating lease rents were the primary source of cash from operating  activities
in 1997. These rents increased by $3,349,056 compared to 1996.

As noted above for the six month  period,  proceeds  from asset sales and direct
financing lease rents were the only sources of cash from investing activities in
1997 and were not significant.

The primary source of cash from  financing  activities in 1997 was proceeds from
non-recourse  debt.  The proceeds of this debt were used to pay down the line of
credit.


Results of operations

In 1997,  operations  resulted  in a net loss of  $1,754,432  (six  months)  and
$786,027 (three months).  Operations  resulted in a net loss in 1996 of $761,190
(six months) and $267,823 (three months).  The  Partnership's  primary source of
revenues  is from  operating  leases.  This is expected to remain true in future
periods.  Depreciation  expense is the single largest expense of the Partnership
and is  expected  to remain  so in future  periods.  Operating  lease  rents and
depreciation  of operating  lease assets have increased  compared to 1996 due to
purchases  of lease  assets over the last year.  Equipment  management  fees are
based on the  Partnership's  rental revenues and have increased as revenues have
increased. Incentive management fees are based on the levels of distributions to
limited partners.  As the number of units outstanding  increased,  the incentive
management  fee has  increased.  Interest  expense is related to the  borrowings
under the line of credit  and  non-recourse  debt and has  increased  because of
increased debt balances compared to 1996.

As of June 30, 1996, the Partnership's  offering of Units of Limited Partnership
interest was  continuing.  Significant  amounts of asset  acquisitions  and debt
financing  were also  taking  place.  Because of these  factors,  the results of
operations in 1996 are not comparable to 1997.




<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                  (a) Documents filed as a part of this report

                    1. Financial Statements

                       Included in Part I of this report:

                       Balance Sheets, June 30, 1997 and December 31, 1996.

                       Statements  of  operations  for the six and  three  month
                       periods ended June 30, 1997 and 1996.

                       Statement  of changes in  partners'  capital  for the six
                       month period ended June 30, 1997.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1997 and 1996.

                       Notes to the Financial Statements

                    2. Financial Statement Schedules.

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

                  (b)  Report on Form 8-K

                       None

<PAGE>

                                   SIGNATURES


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

Date:
August 14, 1997

                      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