Form 10-QSB

                                  UNITED STATES
                       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, 2005

                      |_|  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.)


     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

        Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Limited Partnership
Units


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 |_|

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


  State the issuer's revenues for the most recent fiscal year: $5,019,693.

The number of Limited  Partnership  Units  outstanding  as of March 31, 2005 was
12,490,076.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.



                                      Index



  Part I. Financial Information

Item 1. Financial Statements (Unaudited)

     Balance Sheet, March 31, 2005.

     Statements of  Operations  for the three month periods ended March 31, 2005
     and 2004.

     Statements of Changes in Partners'  Capital for the year ended December 31,
     2004 and for the three month period ended March 31, 2005.

     Statements  of Cash Flows for the three month  periods ended March 31, 2005
     and 2004.

     Notes to the Financial Statements

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

Item 3. Controls and Procedures


  Part II. Other Information

Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits










                                       2
<PAGE>

                          Part I. FINANCIAL INFORMATION


  Item 1.  Financial Statements (unaudited).



                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                  BALANCE SHEET

                                 MARCH 31, 2005
                                   (Unaudited)


                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                                             <C>
Cash and cash equivalents                                                       $     1,487,079

Accounts receivable, net of allowance for doubtful accounts of $310,000                 446,554

Investments in equipment and leases                                                  13,705,911
                                                                              -----------------


Total assets                                                                    $    15,639,544
                                                                              =================


                        LIABILITIES AND PARTNERS' CAPITAL

Non-recourse debt                                                             $         241,850

Accounts payable:
   General Partner                                                                       79,711
   Other                                                                                351,157
Accrued interest payable                                                                  1,687
Unearned lease income                                                                    91,643
                                                                              -----------------
Total liabilities                                                                       766,048
                                                                              -----------------

Partners' capital:
     General Partner                                                                          -
     Limited Partners                                                                14,873,496
                                                                              -----------------
Total Partners' capital                                                              14,873,496
                                                                              -----------------


Total liabilities and Partners' capital                                       $      15,639,544
                                                                              =================
</TABLE>

                             See accompanying notes.







                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                                                       2005                    2004
                                                                                                ----                    ----
Leasing activities:
<S>                                                                                      <C>                     <C>
   Operating leases                                                                      $        838,740        $    1,233,716
   Direct financing leases                                                                         73,312               321,080
   (Loss) gain on sales of assets                                                                  (16,070)             107,776
Interest income                                                                                    18,969                 2,149
Other                                                                                              20,061               103,257
                                                                                       --------------------    -------------------
                                                                                                  935,012             1,767,978

Expenses:
Impairment losses                                                                                       -             1,238,137
Depreciation of operating lease assets                                                            397,059               659,721
Cost reimbursements to General Partner                                                            116,920               154,283
Other management fees                                                                              38,200                57,953
Railcar maintenance                                                                                63,962                68,604
Equipment and incentive management fees to General Partner                                         31,581                46,291
Professional fees                                                                                  27,455                25,342
Interest expense                                                                                    5,196                27,265
Provision for (Recovery of) doubtful accounts                                                      13,000               (14,000)
Outside services                                                                                   13,458                 8,175
Amortization of initial direct costs                                                                7,496                 7,496
Other                                                                                              31,018                38,118
                                                                                       --------------------    -------------------
                                                                                                  745,345             2,317,385
                                                                                       --------------------    -------------------
Net income (loss)                                                                        $        189,667        $     (549,407)
                                                                                       ====================    ===================


Net income (loss):
   General Partner                                                                       $         52,435        $        5,855
   Limited Partners                                                                               137,232              (555,262)
                                                                                       --------------------    -------------------
                                                                                         $        189,667        $     (549,407)
                                                                                       ====================    ===================


Net income (loss) per Limited Partnership unit                                           $           0.01        $        (0.04)

Weighted average number of Limited Partnership Units outstanding                               12,490,076            12,490,076
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2004
                         AND FOR THE THREE MONTH PERIOD
                              ENDED MARCH 31, 2005
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                            Limited Partners                     General
                                                      Units               Amount                Partner               Total
<S>                                                 <C>                <C>                   <C>                  <C>
Balance December 31, 2003                           12,490,076         $  23,783,263         $          -         $  23,783,263

Distributions to Limited Partners ($0.275
per Unit)                                                    -             (3,435,269)                  -            (3,435,269)
Distributions to General Partner                             -                     -              (33,993)              (33,993)
Net income (loss)                                            -               (615,698)             33,993              (581,705)
                                                -----------------    ------------------     ---------------     -----------------
Balance December 31, 2004                           12,490,076            19,732,296                    -            19,732,296

Distributions to Limited Partners ($0.400
per Unit)                                                    -             (4,996,032)                  -            (4,996,032)
Distributions to General Partner                             -                     -              (52,435)              (52,435)
Net income                                                   -               137,232               52,435               189,667
                                                -----------------    ------------------     ---------------     -----------------
Balance March 31, 2005                              12,490,076         $  14,873,496         $          -         $  14,873,496
                                                =================    ==================     ===============     =================
</TABLE>




                             See accompanying notes.























                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2005 AND 2004
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                              2005                   2004
                                                                                              ----                   ----
  Operating activities:
<S>                                                                                     <C>                  <C>
Net income (loss)                                                                       $      189,667       $        (549,407)
Adjustment  to  reconcile  net income  (loss) to net cash  provided by operating
activities:
   Impairment losses                                                                                 -               1,238,137
   Depreciation of operating lease assets                                                      397,059                 659,721
   Amortization of initial direct costs                                                          7,496                   7,496
   Provision for (recovery of) doubtful accounts
                                                                                                13,000                 (14,000)
   Loss (gain) on sales of lease assets
                                                                                                16,070                (107,776)
   Changes in operating assets and liabilities:
      Accounts receivable
                                                                                               121,540                 184,351
      Accounts payable, General Partner                                                      (113,993)                  22,050
      Accounts payable, other                                                                    5,095                (346,861)
      Accrued interest payable                                                                   (135)                    (546)
      Unearned operating lease income                                                            9,240                   1,884
                                                                                       -----------------    --------------------
Net cash provided by operating activities                                                      645,039               1,095,049
                                                                                       -----------------    --------------------

Investing activities:
Reduction of net investment in direct financing leases                                          95,378                 322,579
Proceeds from sales of assets                                                                   49,937                 482,139
                                                                                       -----------------    --------------------
Net cash provided by investing activities                                                      145,315                 804,718
                                                                                       -----------------    --------------------

Financing activities:
Distributions to Limited Partners                                                           (4,996,032)               (625,000)
Distributions to General Partner                                                              (52,435)                  (5,855)
Repayments of non-recourse debt                                                               (19,359)                (292,687)
                                                                                       -----------------    --------------------
Net cash used in financing activities                                                       (5,067,826)               (923,542)
                                                                                       -----------------    --------------------

Net increase (decrease) in cash and cash equivalents                                         (4,277,472)               976,225
Cash and cash equivalents at beginning of period                                             5,764,551               1,664,963
                                                                                       -----------------    --------------------
Cash and cash equivalents at end of period                                              $    1,487,079       $       2,641,188
                                                                                       =================    ====================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                                $        5,331       $          27,811
                                                                                       =================    ====================
</TABLE>


                             See accompanying notes.




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  1. Summary of significant accounting policies:

  Basis of presentation:

  The  accompanying   unaudited  financial  statements  have  been  prepared  in
  accordance with accounting  principles generally accepted in the United States
  (GAAP) for interim financial  information and with instructions to Form 10-QSB
  and Article 10 of Regulation S-X. The unaudited interim  financial  statements
  reflect all  adjustments  which are,  in the  opinion of the General  Partner,
  necessary for a fair statement of financial position and results of operations
  for the  interim  periods  presented.  All  such  adjustments  are of a normal
  recurring nature.  The preparation of financial  statements in accordance with
  GAAP  requires  management  to make  estimates  and  assumptions  that  effect
  reported  amounts  in  the  financial   statements  and  accompanying   notes.
  Therefore, actual results could differ from those estimates. Operating results
  for the three months ended March 31, 2005 are not  necessarily  indicative  of
  the results for the year ending December 31, 2005.

  Certain prior year balances have been  reclassified  to conform to the current
period presentation.

  These unaudited  interim  financial  statements  should be read in conjunction
  with the financial  statements  and notes  thereto  contained in the report on
  Form 10-KSB for the year ended  December 31, 2004,  filed with the  Securities
  and Exchange Commission.

  Equipment on operating leases:

  Equipment  on  operating  leases  is  stated  at cost.  Depreciation  is being
  provided  by use of the  straight-line  method  over the terms of the  related
  leases to the equipment's estimated residual values at the end of the leases.

  Asset Valuation:

  Recorded values of the Partnership's asset portfolio are periodically reviewed
  for impairment in accordance with Statement of Financial  Accounting Standards
  (SFAS) No. 144,  Accounting  for the  Impairment  or  Disposal  of  Long-Lived
  Assets.  An impairment  loss is measured and recognized  only if the estimated
  undiscounted  future  cash  flows of the asset  are less  than  their net book
  value.  The  estimated  undiscounted  future  cash  flows  are  the sum of the
  estimated  residual  value  of the  asset at the end of the  asset's  expected
  holding period and estimates of undiscounted  future rents. The residual value
  assumes,  among other things,  that the asset is utilized normally in an open,
  unrestricted  and stable market.  Short-term  fluctuations in the market place
  are disregarded and it is assumed that there is no necessity either to dispose
  of a significant number of the assets, if held in quantity,  simultaneously or
  to dispose of the asset  quickly.  Impairment  is measured  as the  difference
  between the fair value (as determined by the discounted  estimated future cash
  flows) of the assets and its carrying value on the measurement date.










                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  1. Summary of significant accounting policies (continued):

  Revenue recognition:

  Operating leases
  Operating lease revenue is recognized on a  straight-line  basis over the term
  of the underlying  leases. The initial lease terms will vary as to the type of
  equipment subject to the leases,  the needs of the lessees and the terms to be
  negotiated,  but  initial  leases are  generally  expected  to be for 36 to 84
  months.  Income  from  step  rent  provisions,   escalation  clauses,  capital
  improvement  funding provisions or other lease concessions in lease contracts,
  and lease rates  subject to  variation  based on changes in market  indexes or
  interest rates are recognized on a straight line basis.

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

  Notes receivable
  Income  from  notes  receivable  is  reported  using the  financing  method of
  accounting.  The  Partnership's  investment in notes receivable is reported as
  the present value of the future note payments. The income portion of each note
  payment is  calculated  so as to generate a constant rate of return on the net
  balance outstanding.

  Initial direct costs:

  The  Partnership   capitalizes   initial  direct  costs  associated  with  the
  acquisition  of lease  assets.  These  costs  are  amortized  over a five year
  period, which approximates average lease term, using a straight line method.

  Segment Reporting:

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












                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  2. Organization and partnership matters:

  ATEL Cash Distribution Fund VI, L.P. (the  Partnership),  was formed under the
  laws of the State of California on June 29, 1994, for the purpose of acquiring
  equipment to engage in equipment leasing and sales activities. The Partnership
  shall continue until December 31, 2015.

  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.

  ATEL Financial Services,  LLC (AFS), an affiliated entity, acts as the General
Partner of the Partnership.

  The Partnership is in its liquidation phase and is making  distributions on an
annual basis.

  3. Investment in equipment leases:

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

<TABLE>
<CAPTION>
                                                                   Depreciation/
                                                                    Amortization
                                                                     Expense or
                                                                  Amortization of       Reclassifi-         Balance
                                          Balance December 31,         Direct             cations          March, 31,
                                                  2004            Financing Leases     & Dispositions         2005
                                                  ----            ----------------       ------------         ----

<S>                                             <C>                <C>               <C>               <C>
Net investment in operating leases              $  13,516,446      $ (397,059)       $  (131,416)      $  12,987,971
Net investment in direct financing leases             588,214         (95,378)                 -             492,836
Assets held for sale or lease, net of
accumulated depreciation of $2,679,217 in
2005 and $2,879,419 in 2004                           137,204               -             65,410             202,614
Initial direct costs, net of accumulated
amortization of $403,605 in 2005 and
$398,095 in 2004                                       29,986          (7,496)                 -              22,490
                                              ---------------    --------------    ---------------   ---------------
                                                $  14,271,850      $ (499,933)       $   (66,006)      $  13,705,911
                                              ===============    ==============    ===============   ===============
</TABLE>








                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  3. Investment in equipment leases (continued):

  Management  periodically  reviews the carrying  values of its assets on leases
  and  assets  held for lease or sale.  As a result of that  review,  management
  determined  that the value of a fleet of certain refuse and other vehicles and
  computer  equipment  had  declined  in value to the extent  that the  carrying
  values had become impaired.  This decline is the result of decreased long-term
  demand for these types of assets and a corresponding  reduction in the amounts
  of rental payments that these assets currently command.  Management recorded a
  provision for the decline in value of those assets in the amount of $1,238,137
  for the three months ended March 31, 2004. There have been no such impairments
  recognized to date in 2005.

  Impairment  losses are recorded as an addition to accumulated  depreciation of
  the impaired assets.  Depreciation  expense and impairment  losses on property
  subject to operating leases and property held for lease or sale consist of the
  following for the three month periods ended March 31:

                                   2005                 2004
                                   ----                 ----
  Depreciation expense       $        397,059    $        659,721
  Impairment losses                         -           1,238,137
                             ----------------    ----------------
                             $        397,059    $      1,897,858
                             ================    ================

  Net investment in operating leases:

  Property on operating leases consists of the following:

                                             Balance
<TABLE>
<CAPTION>
                                           December 31,           Depreciation         Reclassifications     Balance March
                                               2004                 Expense            & Dispositions           31, 2005
                                               ----                 -------              ------------               ----
<S>                                     <C>                     <C>                   <C>                   <C>
Transportation                          $     34,466,300        $            -        $       (347,957)     $      34,118,343
Construction                                      88,647                     -                      -                  88,647
Materials handling                             4,610,321                     -                 (52,875)             4,557,446
Office automation                                156,860                     -                 (79,406)                77,454
Other                                            366,203                     -                      -                 366,203
                                       -------------------    ------------------     ------------------    ------------------
                                              39,688,331                     -                (480,238)            39,208,093
Less accumulated depreciation                (26,171,885)              (397,059)              348,822             (26,220,122)
                                       -------------------    ------------------     ------------------    ------------------
                                        $     13,516,446        $      (397,059)      $       (131,416)     $      12,987,971
                                       ===================    ==================     ==================    ==================
</TABLE>

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

                           Equipment category                 Useful Life
                           ------------------                 -----------
                           Materials Handling                    7 - 10
                           Transportation                        7 - 10
                           Construction                          7 - 10
                           Office automation                     3 - 5


                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  3. Investment in leases (continued):

  Net investment in direct financing leases:

  As of March 31,  2005,  investment  in direct  financing  leases  consists  of
  loaders/haul  trucks and ground  support  equipment.  The following  lists the
  components of the  Partnership's  investment in direct  financing leases as of
  March 31, 2005:

  Total minimum lease payments receivable                        $    415,591
  Estimated residual values of leased equipment (unguaranteed)        151,632
                                                               ----------------
  Investment in direct financing leases                               567,223
  Less unearned income                                                (74,387)
                                                               ----------------
  Net investment in direct financing leases                      $    492,836
                                                               ================

  At March 31, 2005,  the aggregate  amounts of future  minimum  lease  payments
  under operating and direct financing leases are as follows:

<TABLE>
<CAPTION>
                                     Operating Leases             Direct                   Total
                                               ------                                      -----
                                                                Financing
                                                                 Leases
<S>                                    <C>                        <C>                 <C>
Nine months ending December 31, 2005   $    1,129,089             $  218,071          $   1,347,160
       Year ending December 31, 2006        1,186,670                 98,760              1,285,430
                                2007          464,330                 98,760                563,090
                                     -----------------        ---------------     ------------------
                                       $    2,780,089             $  415,591          $   3,195,680
                                     =================        ===============     ==================
</TABLE>

  All of the equipment on leases were acquired in 1995, 1996 and 1997.


  4.  Non-recourse debt:

  Non-recourse debt consists of a note payable to a financial  institution.  The
  note is due in monthly  payments.  Interest  on the note is at a fixed rate of
  8.37%.  The note is secured by  assignments  of lease  payments and pledges of
  assets.  At March  31,  2005,  the  carrying  value of the  pledged  assets is
  $446,714. The note matures in 2007.

  As of March 31, 2005, future minimum  principal  payments of non-recourse debt
are as follows:

<TABLE>
<CAPTION>
                                             Principal              Interest             Total

<S>                                       <C>                    <C>                 <C>
 Nine months ending December 31, 2005     $       60,558         $    13,512         $       74,070
        Year ending December 31, 2006             86,868              11,892                 98,760
                                 2007             94,424               4,336                 98,760
                                        -----------------     ----------------     -----------------
                                          $      241,850         $    29,740         $      271,590
                                        =================     ================     =================
</TABLE>








                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  5.  Related party transactions:

  The  terms of the  Limited  Partnership  Agreement  provide  that  AFS  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 AFS in  providing  administrative  services  to the  Partnership.
  Administrative  services  provided include  Partnership  accounting,  investor
  relations,  legal  counsel and lease and equipment  documentation.  AFS is not
  reimbursed  for  services  whereby it is entitled to receive a separate fee as
  compensation  for  such  services,  such as  acquisition  and  disposition  of
  equipment. Reimbursable costs incurred by AFS are allocated to the Partnership
  based upon actual time incurred by employees  working on Partnership  business
  and an allocation of rent and other costs based on utilization studies.

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

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

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

  During the three  month  periods  ended  March 31,  2005 and 2004,  AFS and/or
  affiliates  earned  fees,  commissions  and  reimbursements,  pursuant  to the
  Limited Partnership Agreement as follows:

                                                      2005             2004
                                                     -----             ----
Costs reimbursed to AFS                          $    116,920      $   154,283
Incentive and equipment management fees to AFS         31,581           46,291
                                               ---------------    -------------
                                                 $    148,501      $   200,574
                                               ===============    =============

  The General  Partner makes certain  payments to third parties on behalf of the
  Partnership  for  convenience  purposes.  During the three month periods ended
  March 31, 2005 and 2004, the General Partner made such payments of $57,064 and
  $35,049, respectively.





                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  6.  Financing arrangement:

  The  Partnership  participates  with AFS and  certain of its  affiliates  in a
  financing  arrangement  (comprised of a term loan to AFS and a line of credit)
  with a  group  of  financial  institutions  that  includes  certain  financial
  covenants.  The financial arrangement is $75,000,000 and expires in June 2006.
  The  availability  of  borrowings  to the  Partnership  under  this  financing
  arrangement is reduced by the amount AFS has outstanding as a term loan. As of
  March 31, 2005 borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                                <C>
Total amount available under the financing arrangement                                                             $   75,000,000
Term loan to AFS as of March 31, 2005                                                                                  (1,482,182)
                                                                                                               --------------------
Total available under the acquisition and warehouse facilities                                                         73,517,818

Amount borrowed by the Partnership under the acquisition facility                                                               -
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility            (16,000,000)
                                                                                                               --------------------
Total remaining available under the acquisition and warehouse facilities                                           $   57,517,818
                                                                                                               ====================
</TABLE>

  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  affiliated
  partnerships and limited liability companies, the Partnership and AFS.

  The credit agreement includes certain financial  covenants  applicable to each
  borrower. The Partnership was in compliance with its covenants as of March 31,
  2005.


  7.  Partners' Capital:

  As of March 31, 2005, 12,490,076 Units were issued and outstanding,  including
  the 50  Units  issued  to the  Initial  Limited  Partners.  The  Partnership's
  registration  statement  with the Securities  and Exchange  Commission  became
  effective  November 23, 1994.  The  Partnership  is  authorized to issue up to
  12,500,000 Units, in addition to those issued to the Initial Limited Partners.

  As  defined  in the  Limited  Partnership  Agreement,  the  Partnership's  Net
  Profits,  Net Losses,  and Tax Credits are to be allocated  99% to the Limited
  Partners  and  1%  to  AFS.  The  Limited  Partnership  Agreement  allows  the
  Partnership  to make an  allocation  of income to AFS in order to maintain the
  capital account of AFS at zero. In accordance with the terms of the of Limited
  Partnership  Agreement,  additional  allocations of income were made to AFS in
  2004 and 2003.  The amounts  allocated  were  determined to bring AFS's ending
  capital account balance to zero.

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





                                       13
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  7.  Partners' Capital (continued):

  First,  95.75%  of  Distributions  of  Cash  from  Operations  to the  Limited
  Partners,  1% of  Distributions of Cash from Operations to AFS and 3.25% to an
  affiliate of AFS as an Incentive  Management Fee, 99% of Distributions of Cash
  from Sales or Refinancing to the Limited Partners and 1% of Cash from Sales or
  Refinancing to AFS.

  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 AFS will receive as an Incentive  Management Fee, 4% of
remaining Cash from Sales or Refinancing.

  Fourth, the balance to the Limited Partners.

  Distributions to the Limited Partners were as follows:

                                                Three Months Ended March 31,
                                                  2005                2004
                                                  ----                ----
Distributions                                $     4,996,032    $      625,000
Weighted average number of Units outstanding      12,490,076        12,490,076
Weighted average distributions per Unit      $          0.40    $         0.05







                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  8.  Guarantees:

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

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




                                       15
<PAGE>

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

  Statements contained in this Item 2, "Management's  Discussion and Analysis of
  Financial  Condition  and Results of  Operations,"  and elsewhere in this Form
  10-QSB,  which are not historical  facts, may be  forward-looking  statements.
  Such statements are subject to risks and uncertainties that could cause actual
  results to differ  materially form those  projected.  In particular,  economic
  recession and changes in general economic conditions,  including, fluctuations
  in demand for equipment, lease rates, and interest rates, may result in delays
  in investment and reinvestment, delays in leasing, re-leasing, and disposition
  of  equipment,  and reduced  returns on invested  capital.  The  Partnership's
  performance  is  subject  to  risks  relating  to  lessee   defaults  and  the
  creditworthiness  of its lessees.  The Fund's  performance  is also subject to
  risks  relating to the value of its equipment at the end of its leases,  which
  may be affected by the condition of the equipment,  technological obsolescence
  and the  markets  for new  and  used  equipment  at the  end of  lease  terms.
  Investors   are  cautioned   not  to  attribute   undue   certainty  to  these
  forward-looking  statements,  which  speak  only as of the  date of this  Form
  10-QSB.  We undertake no obligation to publicly release any revisions to these
  forward-looking  statements to reflect events or circumstances  after the date
  of this Form  10-QSB or to reflect the  occurrence  of  unanticipated  events,
  other than as required by law.

  Capital Resources and Liquidity

  The liquidity of the  Partnership  will vary in the future,  increasing to the
  extent cash flows from leases and proceeds of asset sales 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 and
  proceeds from asset sales.

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

  The  Partnership  participates  with AFS and  certain of its  affiliates  in a
  financing  arrangement  (comprised of a term loan to AFS and a line of credit)
  with a  group  of  financial  institutions  that  includes  certain  financial
  covenants.  The financial arrangement is $75,000,000 and expires in June 2006.
  The  availability  of  borrowings  to the  Partnership  under  this  financing
  arrangement is reduced by the amount AFS has outstanding as a term loan. As of
  March 31, 2005 borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                                <C>
Total amount available under the financing arrangement                                                             $   75,000,000
Term loan to AFS as of March 31, 2005                                                                                  (1,482,182)
                                                                                                               --------------------
Total available under the acquisition and warehouse facilities                                                         73,517,818

Amount borrowed by the Partnership under the acquisition facility                                                               -
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility            (16,000,000)
                                                                                                               --------------------
Total remaining available under the acquisition and warehouse facilities                                           $   57,517,818
                                                                                                               ====================
</TABLE>

  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  affiliated
  partnerships and limited liability companies, the Partnership and AFS.



                                       16
<PAGE>

  To manage the  warehousing  line of credit for the holding of assets  prior to
  allocation to specific  investor  programs,  a Warehousing Trust Agreement has
  been entered into by the  Partnership,  ATEL  Financial  Services LLC ("AFS"),
  ATEL Leasing Corporation ("ALC"),  and certain of the affiliated  partnerships
  and limited liability  companies.  The warehousing line is used to acquire and
  hold,  on a  short-term  basis,  certain  lease  transactions  that  meet  the
  investment  objectives of each of such entities.  Each of the leasing programs
  sponsored  by AFS and ALC  currently  in its  acquisition  stage is a pro rata
  participant in the Warehousing  Trust Agreement,  as described  below.  When a
  program  no  longer  has a need  for  short  term  financing  provided  by the
  warehousing  facility,  it is removed from  participation,  and as new leasing
  investment  entities are formed by AFS and ALC and commence their  acquisition
  stages, these new entities will be added. As of March 31, 2005, the investment
  program  participants  were ATEL Cash Distribution Fund VI, L.P., ATEL Capital
  Equipment Fund VII, L.P., ATEL Capital  Equipment Fund VIII, LLC, ATEL Capital
  Equipment Fund IX, LLC, and ATEL Capital  Equipment  Fund X, LLC.  Pursuant to
  the Warehousing Trust Agreement,  the benefit of the lease transaction assets,
  and the  corresponding  liabilities  under the warehouse  borrowing  facility,
  inure to each of such entities based upon each entity's  pro-rata share in the
  warehousing trust estate. The "pro-rata share" is calculated as a ratio of the
  net  worth  of each  entity  over the  aggregate  net  worth  of all  entities
  benefiting from the warehouse trust estate,  excepting that the trustees,  AFS
  and ALC, are both liable for their pro-rata shares of the obligations based on
  their  respective  net worths,  and jointly liable for the pro rata portion of
  the obligations of each of the affiliated  partnerships and limited  liability
  companies  participating  under  the  borrowing  facility.   Transactions  are
  financed  through  this  warehousing  line  only  until the  transactions  are
  allocated to a specific program for purchase or are otherwise  disposed by AFS
  and  ALC.  When a  determination  is made to  allocate  the  transaction  to a
  specific  program for purchase by the program,  the purchaser  repays the debt
  associated  with the asset,  either  with cash or by means of the  acquisition
  facility  financing,  the asset is removed from the warehouse line collateral,
  and ownership of the asset and any debt  obligation  associated with the asset
  are assumed solely by the purchasing entity.

  The credit agreement includes certain financial  covenants  applicable to each
  borrower. The Partnership was in compliance with its covenants as of March 31,
  2005.

  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 AFS 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.  AFS envisions no such  requirements for
  operating purposes.

  Through  March 31,  2005,  the  Partnership  had  borrowed  $101,227,460  on a
  non-recourse basis. As of that date, $241,850 remained outstanding.

  The  Partnership's  long-term  borrowings  are generally  non-recourse  to the
  Partnership,  that is, the only  recourse of the lender is to the equipment or
  corresponding  lease  acquired with the loan  proceeds.  The  Partnership  may
  borrow  up to  50%  of  aggregate  equipment  cost,  AFS  expects  that  for a
  liquidation phase Partnership,  such borrowings will be minimal. In any event,
  the  Agreement of Limited  Partnership  limits such  borrowings  to 50% of the
  total  cost of  equipment,  in  aggregate.  The  Partnership  may  only  incur
  additional  debt to the extent that the then  outstanding  balance of all such
  debt,  including the additional debt, does not exceed 50% of the original cost
  of the lease assets then owned by the  Partnership,  including any such assets
  purchased with the proceeds of such additional debt.

  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.   For  detailed   information  on  the   Partnership's   debt
  obligations,  see Notes 4 and 6 in the notes to the  financial  statements  in
  Item 1.



                                       17
<PAGE>

  Cash Flows

  During the first quarters of 2005 and 2004, the  Partnership's  primary source
  of cash from operating activities was rents from operating leases.

  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 during the three months ended
  March 31, 2005 and 2004.  Proceeds from sales of lease assets  decreased  from
  $482,139  during the three months  ended March 31, 2004 to $49,937  during the
  three months ended March 31, 2005. Proceeds from the sales of lease assets are
  not expected to be consistent from one period to another. Asset sales are made
  as  leases  expire,  as  purchasers  can be  found  and as  the  sales  can be
  negotiated and completed. Assets sold in 2004 consisted primarily of materials
  handling  equipment  and  various  types of  vehicles.  Cash flows from direct
  finance leases decreased by $227,201 to $95,378 from $322,579 during the three
  months ended March 31, 2005 and 2004, respectively.

  During the three  months  ended  March 31, 2005 and 2004,  the single  largest
  financing  use of cash was  distributions  to  partners.  The  amount  of such
  distributions  increased from $630,855 during the three months ended March 31,
  2004 to $5,048,467 during the three months ended March 31, 2005.  Distribution
  rates are now being  adjusted  annually based on the amounts of cash available
  for distributions.


  Results of operations

  Operations  resulted in a net income of $189,667 during the three months ended
  March 31,  2005  compared to a net loss of  $549,407  during the three  months
  ended March 31, 2004.  The  Partnership's  primary  source of revenue was from
  operating leases in both periods.  Revenues from operating leases decreased to
  $838,740 during the three months ended March 31, 2005 from  $1,233,716  during
  the three months ended March 31, 2004.  Depreciation of operating lease assets
  also decreased  from $659,721  during the three months ended March 31, 2004 to
  $397,059  during the three months  ended March 31,  2005.  Over the last year,
  lease  assets have been sold upon  maturity of the  underlying  leases.  These
  asset sales have led to decreases in operating lease revenues and depreciation
  expense.

  Sales of lease assets during the three months ended March 31, 2005 resulted in
  losses of $16,070.  Sales of lease assets  during the three months ended March
  31, 2004  resulted in gains of $107,776.  Proceeds  from sales of lease assets
  are not expected to be consistent from one period to another.  The Partnership
  is  a  finite  life  equipment   leasing  fund,  which  will  acquire  leasing
  transactions during the period ending six years after completion of its public
  offering. On the termination of leases, assets may be re-leased or sold. Sales
  of assets  are not  scheduled  and are  created  by  opportunities  within the
  marketplace.  The Partnership will seek to acquire and lease a wide variety of
  assets and to enter into  leases on a variety of terms.  Some  assets  will be
  expected to have little or no value upon  termination  of the related  leases,
  while others will be expected to have  substantial  value for re-lease or sale
  upon  termination of the initial leases,  and the anticipated  residual values
  are a key  factor  in  pricing  and  terms  structured  for  each  lease.  The
  Partnership's  goal is to seek  maximum  return on its leased  assets and will
  determine  when and under what terms to dispose such assets  during the course
  of its term.

  Management  fees to the General  Partner have  decreased in total from $46,291
  during the three  months  ended  March 31,  2004 to  $31,581  during the three
  months ended March 31, 2005.  Equipment management fees are based on the gross
  rentals of the Partnership.  The decrease is the result of the decreased lease
  revenues discussed above.

  Management  periodically  reviews the carrying  values of its assets on leases
  and assets held for lease or sale.  As a result of the review during the three
  moths ended March 31, 2004,  management  determined  that the value of certain
  refuse and other vehicles and computer  equipment had declined in value to the
  extent  that the  carrying  values had become  impaired.  This  decline is the
  result  of  decreased  long-term  demand  for  these  types  of  assets  and a
  corresponding  reduction in the amounts of rental  payments  that these assets
  currently command. Management recorded a provision for the decline in value of
  those assets in the amount of $1,238,137  for the three months ended March 31,
  2004.  There was no  provision  recorded  for the three months ended March 31,
  2005.

  Item 3.  Controls and procedures.

  Evaluation of disclosure controls and procedures



                                       18
<PAGE>

  Under the  supervision  and with the  participation  of our  management  (ATEL
  Financial  Services,  LLC as General Partner of the registrant,  including the
  chief  executive  officer and chief financial  officer),  an evaluation of the
  effectiveness  of the design and  operation  of the  Partnership's  disclosure
  controls and procedures [as defined in Rules 13a-15(e) and 15d-15(e) under the
  Securities  Exchange Act of 1934] was  performed  as of March 31, 2005.  Based
  upon this  evaluation,  the chief  executive  officer and the chief  financial
  officer concluded that, as of the evaluation date, our disclosure controls and
  procedures   were  effective  for  the  purposes  of  recording,   processing,
  summarizing,  and timely reporting  information required to be disclosed by us
  in the reports that we file under the  Securities  Exchange  Act of 1934;  and
  that such  information is accumulated  and  communicated  to our management in
  order to allow timely decisions regarding required disclosure.

  As  disclosed  in the  Partnership's  annual  report on Form 10-K for the year
  ended December 31, 2003, the chief  executive and chief  financial  officer of
  the  General  Partner  had  identified  certain  enhanced  controls  needed to
  facilitate a more effective closing of the Partnership's financial statements.
  Specifically,  the  Partnership's  auditors  advised  management of a material
  weakness surrounding the financial statement closing process that they believe
  arose because  ATEL's  accounting  resources were not adequate to complete the
  closing  of the books and  preparation  of  financial  statements  in a timely
  manner.  However,  it should be noted that the financial  statements  for that
  period  were  nevertheless  issued  with an  unqualified  opinion.  Since  the
  beginning of 2004, ATEL hired a new corporate controller,  added two assistant
  controllers and additional accounting staff personnel,  and has instituted new
  procedures or revised  existing  procedures  to ensure that the  Partnership's
  ability to execute internal  controls in accounting and  reconciliation in the
  closing process is adequate in all respects.  In connection with  management's
  review of the effectiveness of internal  disclosure controls and procedures of
  the  Partnership  as of  March  31,  2005,  including  communication  with its
  auditors  regarding the audit process,  ATEL management has determined that it
  has successfully  taken all steps necessary to resolve any outstanding  issues
  with respect to its annual  financial  statement  closing process and that its
  accounting  resources  are  adequate to perform  this  process in a timely and
  accurate manner. In connection with their audit of the Partnership and related
  programs for the year ended  December 31, 2004,  the  independent  accountants
  issued a no material  weakness  letter  which  indicates  that no matters were
  noted involving internal control and its operation that the auditor considered
  to be  material  weaknesses  as  defined  by  the  Public  Company  Accounting
  Oversight Board (United States). Furthermore, all financial statements for the
  Partnership  and  related  programs  for 2004  were  issued  with  unqualified
  opinions of the independent accountants.  The General Partner will continue to
  review  its   accounting   procedures   and   practices  to  determine   their
  effectiveness  and adequacy  and will take any steps  deemed  necessary in the
  opinion of the General Partner's chief executive and chief financial  officers
  to ensure the adequacy of the Partnership's disclosure and accounting controls
  and procedures.

  The General Partner's chief executive officer and chief financial officer have
  determined  that  no  weakness  in  financial  and  accounting   controls  and
  procedures  had any material  effect on the accuracy and  completeness  of the
  Partnership's financial reporting and disclosure included in this report.

  Changes in internal controls

  There have been no  significant  changes in our internal  controls or in other
  factors that could significantly affect our disclosure controls and procedures
  subsequent to the evaluation date nor were there any significant  deficiencies
  or material  weaknesses in our internal  controls,  except as described in the
  prior paragraphs.








                                       19
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.

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


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

           Inapplicable.


Item 3. Defaults Upon Senior Securities.

           Inapplicable.


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

           Inapplicable.


Item 5. Other Information.

           Inapplicable.


Item 6. Exhibits

  Documents filed as a part of this report

      1.   Financial Statement Schedules

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

      2.   Other Exhibits

           31.1 Certification of Paritosh K. Choksi
           31.2 Certification of Dean L. Cash
           32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
           32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K.
                Choksi






                                       20
<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 13, 2005


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




                                    By: ATEL Financial Services LLC
                                        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




By:      /s/ Elif A Kuvvetli________
         Elif A Kuvvetli
         Vice President and
         Corporate Controller









                                       21
<PAGE>