##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



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

For the quarterly period ended September 30, 2009



| ̈ | 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 Incorporation or organization) |  | (I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

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

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

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

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈ |  | Smaller reporting company  x

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

The number of Limited Partnership Units outstanding as of October 31, 2009 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.









---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

Index



|         |  |                                                                                                                                  |  |   
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.  |  | Financial Information                                                                                                            |  | 3 
|         |  |                                                                                                                                 
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                 |  | 3 
|         |  |                                                                                                                                 
|         |  | Balance Sheets, September 30, 2009 and December 31, 2008                                                                         |  | 3 
|         |  |                                                                                                                                 
|         |  | Statements of Income for the three and nine months ended September 30, 2009 and 2008                                             |  | 4 
|         |  |                                                                                                                                 
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2008 and for the nine months ended September 30, 2009 |  | 5 
|         |  |                                                                                                                                 
|         |  | Statements of Cash Flows for the three and nine months ended September 30, 2009 and 2008                                         |  | 6 
|         |  |                                                                                                                                 
|         |  | Notes to the Financial Statements                                                                                                |  | 7 
|         |  |                                                                                                                                 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                            |  | 14
|         |  |                                                                                                                                 
|Item 4T. |  | Controls and Procedures                                                                                                          |  | 17
|         |  |                                                                                                                                 
|Part II. |  | Other Information                                                                                                                |  | 18
|         |  |                                                                                                                                 
|Item 1.  |  | Legal Proceedings                                                                                                                |  | 18
|         |  |                                                                                                                                 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                      |  | 18
|         |  |                                                                                                                                 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                  |  | 18
|         |  |                                                                                                                                 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                              |  | 18
|         |  |                                                                                                                                 
|Item 5.  |  | Other Information                                                                                                                |  | 18
|         |  |                                                                                                                                 
|Item 6.  |  | Exhibits                                                                                                                         |  | 18



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE
SHEETS

SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

(In Thousands)

(Unaudited)



|                                                                                                                                       |  |                   |       |                  |   |      
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                                                                                                                                       |  | September 30,2009 |       | December 31,2008
|ASSETS                                                                                                                                 |  |                   |       |                  |   |      
|Cash and cash equivalents                                                                                                              |  | $                 | 1,936 |                  | $ | 664  
|Accounts receivable, net of allowance for doubtful accounts of $12 at September 30, 2009 and $16 at December 31, 2008                  |  |                   | 231   |                  |   | 301  
|Prepaid expenses                                                                                                                       |  |                   | 7     |                  |   | 6    
|Investments in equipment and leases, net of accumulated depreciation of $20,749 at September 30, 2009 and $21,608 at
December 31, 2008 |  |                   | 5,800 |                  |   | 6,840
|                                                                                                                                       |  |                   |       |                  |   |      
|Total assets                                                                                                                           |  | $                 | 7,974 |                  | $ | 7,811
|                                                                                                                                       |  |                   |       |                  |   |      
|LIABILITIES AND PARTNERS CAPITAL                                                                                                      |  |                   |       |                  |   |      
|Accounts payable and accrued liabilities:                                                                                              |  |                   |       |                  |   |      
|General Partner                                                                                                                        |  | $                 | 36    |                  | $ | 42   
|Lessees and other                                                                                                                      |  |                   | 293   |                  |   | 312  
|Unearned operating lease income                                                                                                        |  |                   | 26    |                  |   | 15   
|                                                                                                                                       |  |                   |       |                  |   |      
|Total liabilities                                                                                                                      |  |                   | 355   |                  |   | 369  
|                                                                                                                                       |  |                   |       |                  |   |      
|Commitments and contingencies                                                                                                          |  |                   |       |                  |   |      
|Partners capital:                                                                                                                     |  |                   |       |                  |   |      
|General Partner                                                                                                                        |  |                   |      |                  |   |     
|Limited Partners                                                                                                                       |  |                   | 7,619 |                  |   | 7,442
|                                                                                                                                       |  |                   |       |                  |   |      
|Total Partners capital                                                                                                                |  |                   | 7,619 |                  |   | 7,442
|                                                                                                                                       |  |                   |       |                  |   |      
|Total liabilities and Partners capital                                                                                                |  | $                 | 7,974 |                  | $ | 7,811
|                                                                                                                                       |  |                   |       |                  |   |      

See accompanying notes.



3



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2009 AND 2008

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|----------------------------------------------------------- |  | ------------------------------- | ---------- | ---- | ------------------------------ | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                            |  | Three months endedSeptember 30, |            |      | Nine months endedSeptember 30, |           
|                                                            |  | 2009                            |            | 2008 |                                |            | 2009 |  |   | 2008       |  
|Revenues:                                                   |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Leasing activities:                                         |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Operating leases                                            |  | $                               | 691        |      | $                              | 738        |      |  | $ | 2,079      |   |  | $ | 2,514      |  
|Direct financing leases                                     |  |                                 | 6          |      |                                | 9          |      |  |   | 21         |   |  |   | 29         |  
|Gain on sales of assets                                     |  |                                 | 33         |      |                                | 39         |      |  |   | 105        |   |  |   | 121        |  
|Interest income                                             |  |                                 |           |      |                                | 7          |      |  |   |           |   |  |   | 24         |  
|Other revenue                                               |  |                                 | 2          |      |                                | 1          |      |  |   | 3          |   |  |   | 2          |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Total revenues                                              |  |                                 | 732        |      |                                | 794        |      |  |   | 2,208      |   |  |   | 2,690      |  
|                                                            |  |                                 |            |     
|Expenses:                                                   |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                      |  |                                 | 235        |      |                                | 259        |      |  |   | 823        |   |  |   | 912        |  
|Cost reimbursements to General Partner                      |  |                                 | 161        |      |                                | 134        |      |  |   | 455        |   |  |   | 409        |  
|Railcar maintenance                                         |  |                                 | 126        |      |                                | 152        |      |  |   | 459        |   |  |   | 463        |  
|Equipment and incentive management fees to General Partner  |  |                                 | 17         |      |                                | 43         |      |  |   | 56         |   |  |   | 125        |  
|Taxes on income and franchise fees                          |  |                                 |           |      |                                | 4          |      |  |   | 8          |   |  |   | 5          |  
|Other management fees                                       |  |                                 | 30         |      |                                | 30         |      |  |   | 75         |   |  |   | 102        |  
|Professional fees                                           |  |                                 | 9          |      |                                | 3          |      |  |   | 45         |   |  |   | 104        |  
|Outside services                                            |  |                                 | 5          |      |                                | 22         |      |  |   | 47         |   |  |   | 71         |  
|Provision for (reversal of provision for) doubtful accounts |  |                                 | 12         |      |                                | (3         | )    |  |   | (4         | ) |  |   | (4         | )
|Other                                                       |  |                                 | 31         |      |                                | 9          |      |  |   | 67         |   |  |   | 99         |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|                                                            |  |                                 | 626        |      |                                | 653        |      |  |   | 2,031      |   |  |   | 2,286      |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Net income                                                  |  | $                               | 106        |      | $                              | 141        |      |  | $ | 177        |   |  | $ | 404        |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Net income:                                                 |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|General Partner                                             |  | $                               |           |      | $                              |           |      |  | $ |           |   |  | $ | 19         |  
|Limited Partners                                            |  |                                 | 106        |      |                                | 141        |      |  |   | 177        |   |  |   | 385        |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|                                                            |  | $                               | 106        |      | $                              | 141        |      |  | $ | 177        |   |  | $ | 404        |  
|                                                            |  |                                 |            |      |                                |            |      |  |   |            |   |  |   |            |  
|Net income per Limited Liability Partnership Unit           |  | $                               | 0.01       |      | $                              | 0.01       |      |  | $ | 0.01       |   |  | $ | 0.03       |  
|Weighted average number of Units outstanding                |  |                                 | 12,478,676 |      |                                | 12,478,676 |      |  |   | 12,478,676 |   |  |   | 12,478,676 |  

See accompanying notes.



4



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2008

AND FOR THE NINE MONTHS

ENDED SEPTEMBER 30, 2009

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  | Total |    
|                                                   |  | Units            |  | Amount |                |   | 
|Balance December 31, 2007                          |  | 12,478,676       |  | $      | 11,059         |   |  | $     |    |   |  | $ | 11,059 |  
|Distributions to Limited Partners ($0.34 per Unit) |  |                 |  |        | (4,182         | ) |  |       |    |   |  |   | (4,182 | )
|Distributions to General Partner                   |  |                 |  |        |               |   |  |       | (42 | ) |  |   | (42    | )
|Net income                                         |  |                 |  |        | 565            |   |  |       | 42  |   |  |   | 607    |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|Balance December 31, 2008                          |  | 12,478,676       |  |        | 7,442          |   |  |       |    |   |  |   | 7,442  |  
|Net income                                         |  |                 |  |        | 177            |   |  |       |    |   |  |   | 177    |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|Balance September 30, 2009                         |  | 12,478,676       |  | $      | 7,619          |   |  | $     |    |   |  | $ | 7,619  |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  

See accompanying notes.



5



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2009 AND 2008

(In Thousands)

(Unaudited)



|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                             |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |  
|                                                                             |  | 2009                            |       |   | 2008                           |   |       | 2009 |  |   | 2008  |  
|Operating activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Net income                                                                   |  | $                               | 106   |   |                                | $ | 141   |      |  | $ | 177   |   |  | $ | 404    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Depreciation of operating lease assets                                       |  |                                 | 235   |   |                                |   | 259   |      |  |   | 823   |   |  |   | 912    |  
|Amortization of unearned income on direct finance leases                     |  |                                 | (6    | ) |                                |   | (9    | )    |  |   | (21   | ) |  |   | (29    | )
|Provision for (reversal of provision for) doubtful accounts                  |  |                                 | 12    |   |                                |   | (3    | )    |  |   | (4    | ) |  |   | (4     | )
|Gain on sales of assets                                                      |  |                                 | (33   | ) |                                |   | (39   | )    |  |   | (105  | ) |  |   | (121   | )
|Changes in operating assets and liabilities:                                 |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Accounts receivable                                                          |  |                                 | 61    |   |                                |   | 51    |      |  |   | 74    |   |  |   | 421    |  
|Prepaid expenses and other assets                                            |  |                                 | (6    | ) |                                |   | (8    | )    |  |   | (1    | ) |  |   | 8      |  
|Accounts payable and accruals due General Partner                            |  |                                 | 11    |   |                                |   | (10   | )    |  |   | (6    | ) |  |   | (17    | )
|Accounts payable and accruals due lessees and other                          |  |                                 | (7    | ) |                                |   | 23    |      |  |   | (19   | ) |  |   | (19    | )
|Unearned operating lease income                                              |  |                                 | (3    | ) |                                |   | 7     |      |  |   | 11    |   |  |   | 11     |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Net cash provided by operating activities                                    |  |                                 | 370   |   |                                |   | 412   |      |  |   | 929   |   |  |   | 1,566  |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Investing activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Proceeds from sales of lease assets                                          |  |                                 | 65    |   |                                |   | 88    |      |  |   | 292   |   |  |   | 271    |  
|Payments received on direct finance leases                                   |  |                                 | 16    |   |                                |   | 17    |      |  |   | 51    |   |  |   | 52     |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Net cash provided by investing activities                                    |  |                                 | 81    |   |                                |   | 105   |      |  |   | 343   |   |  |   | 323    |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Financing activities:                                                        |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Distributions to Limited Partners                                            |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   | (1,873 | )
|Distributions to General Partner                                             |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   | (19    | )
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Net cash used in financing activities                                        |  |                                 |      |   |                                |   |      |      |  |   |      |   |  |   | (1,892 | )
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                         |  |                                 | 451   |   |                                |   | 517   |      |  |   | 1,272 |   |  |   | (3     | )
|Cash and cash equivalents at beginning of period                             |  |                                 | 1,485 |   |                                |   | 1,925 |      |  |   | 664   |   |  |   | 2,445  |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                               | 1,936 |   |                                | $ | 2,442 |      |  | $ | 1,936 |   |  | $ | 2,442  |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  
|Cash paid during the period for taxes                                        |  | $                               |      |   |                                | $ |      |      |  | $ | 16    |   |  | $ | 16     |  
|                                                                             |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |        |  

See accompanying notes.



6



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and partnership matters:

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

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (Units), at a price of $10 per
Unit. Upon the sale of the minimum amount of Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and
sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the Initial Limited Partners Units, and the offering terminated. As of September 30,
2009, 12,478,676 Units were issued and outstanding.

The Partnerships principal objectives have been to invest in a diversified
portfolio of equipment that (i) preserves, protects and returns the Partnerships invested capital; (ii) generates regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance
remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was terminated), which ended
December 31, 2002 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (Partnership Agreement).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note
4). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of September 30, 2009, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making
distributions on an annual basis or at the discretion of the General Partner.

These unaudited interim financial statements should be read in
conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The Partnership has prepared the accompanying unaudited financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission. 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.

Certain information and footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations.
Operating results for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Certain
prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.



7



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):



In preparing the accompanying unaudited financial statements, the Partnership has reviewed, as
determined necessary by the General Partner, events that have occurred after September 30, 2009, up until the issuance of the financial statements, which occurred on November 12, 2009. No events were noted which would require disclosure in the
footnotes to the financial statements.

Use of estimates:

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

Segment reporting:

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.

Certain of the Partnerships lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment,
primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

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

Per Unit data:

Net income and distributions per Unit are based upon the weighted average number of Limited Partners Units outstanding during the period.

Recent accounting pronouncements:

The
Generally Accepted Accounting Principles Topic of the FASB Accounting Standards Codification identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The guidance is effective for financial statements issued for interim and annual periods ending after September 15,
2009. The Partnership adopted the guidance for its third quarter 2009 interim reporting period. The adoption of the guidance did not have a significant impact on the Partnerships financial position, results of operations or cash flows.

The Subsequent Events Topic of the FASB Accounting Standards Codification establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied
prospectively. The Partnership adopted the guidance for its second quarter 2009 interim reporting period. The adoption of the guidance did not have a significant impact on the Partnerships financial position, results of operations or cash
flows.



8



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):



The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification provides
guidance on determining fair value when there is no active market or where the price inputs being used represent distressed sales. The guidance is effective for interim and annual periods ending after June 15, 2009 and has been adopted by the
Partnership for its second quarter 2009 interim reporting period. with no impact on its financial position, results of operations or cash flows.

The Financial Instruments Topic of the FASB Accounting Standards Codification increases the frequency of fair value disclosures for financial instruments within the scope of the Topic from an annual basis to a quarterly basis. The guidance
is effective for interim reporting periods ending after June 15, 2009. The Partnership adopted the guidance for its second quarter 2009 interim reporting period without significant effect on the Partnerships financial position, results of
operations or cash flows.

The Business Combinations Topic of the FASB Accounting Standards Codification establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. The guidance also establishes
disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. The guidance is effective for fiscal years beginning after December 15, 2008 and will impact the Partnership only if it
elects to enter into a business combination subsequent to December 31, 2008.

The Fair Value Measurements and Disclosures Topic of the
FASB Accounting Standards Codification clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The guidance was to
be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB deferred the effective date of the guidance as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until
fiscal years beginning after November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of the guidance except as it applies to its investment in equipment and leases, and other nonfinancial assets and nonfinancial
liabilities. The deferred provisions of the guidance were implemented effective January 1, 2009 without significant effect on the Partnerships financial position, results of operations or cash flows.

3. Investment in equipment and leases, net:

The Partnerships investments in equipment and leases consists of the following (in thousands):



|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                          |   |  |   |      
|----------------------------------------- |  | ----------------------- | ----- | ----------------------------------------- | - | ---- | -------------------------------------------------------- |  | - | ------------------------ | - |  | - | -----
|                                          |  | BalanceDecember 31,2008 |       | Reclassifications&Additions /Dispositions |   |      | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceSeptember 30,2009
|Net investment in operating leases        |  | $                       | 6,247 |                                           | $ | (179 | )                                                        |  | $ | (822                     | ) |  | $ | 5,246
|Net investment in direct financing leases |  |                         | 119   |                                           |   | (1   | )                                                        |  |   | (30                      | ) |  |   | 88   
|Assets held for sale or lease, net        |  |                         | 474   |                                           |   | (8   | )                                                        |  |   |                         |   |  |   | 466  
|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                          |   |  |   |      
|Total                                     |  | $                       | 6,840 |                                           | $ | (188 | )                                                        |  | $ | (852                     | ) |  | $ | 5,800
|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                          |   |  |   |      



9



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Investment in equipment and leases, net (continued):



Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No assets were identified as impaired during
managements review for the three and nine months ended September 30, 2009 and 2008. Depreciation expense on property subject to operating leases and property held for lease or sale was $235 thousand and $259 thousand for the respective
three months ended September 30, 2009 and 2008, and was $823 thousand and $912 thousand for the respective nine months ended September 30, 2009 and 2008.

All of the equipment on leases was acquired in the years from 1994 through 1997.

Net
investment in operating leases:

Property on operating leases consists of the following (in thousands):



|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------------ | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2008 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2009 |  
|Transportation, rail          |  | $                       | 24,527  |   |           | $ |     |                                  |  | $ | (1,833                   | ) |  | $ | 22,694  |  
|Material handling             |  |                         | 1,401   |   |           |   |     |                                  |  |   | (1                       | ) |  |   | 1,400   |  
|Transportation, other         |  |                         | 285     |   |           |   |     |                                  |  |   |                         |   |  |   | 285     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|                              |  |                         | 26,213  |   |           |   |     |                                  |  |   | (1,834                   | ) |  |   | 24,379  |  
|Less accumulated depreciation |  |                         | (19,966 | ) |           |   | (822 | )                                |  |   | 1,655                    |   |  |   | (19,133 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|Total                         |  | $                       | 6,247   |   |           | $ | (822 | )                                |  | $ | (179                     | ) |  | $ | 5,246   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  

The average estimated residual value for assets on operating leases was 17% of the assets
original cost at September 30, 2009 and December 31, 2008.

The Partnership earns revenues from certain lease assets based on
utilization of such assets. Such contingent rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $114 thousand
and $152 thousand for the respective three months ended September 30, 2009 and 2008; and $384 thousand and $462 thousand for the respective nine months ended September 30, 2009 and 2008.

Net investment in direct financing leases:

Investment in direct financing leases consists of various transportation and ground support equipment. The following lists the components of the Partnerships investment in direct financing leases as of September 30, 2009 and
December 31, 2008 (in thousands):



|                                                             |  |                   |     |   |                  |   |     |  
|------------------------------------------------------------ |  | ----------------- | --- | - | ---------------- | - | --- | -
|                                                             |  | September 30,2009 |     |   | December 31,2008 |  
|Total minimum lease payments receivable                      |  | $                 | 86  |   |                  | $ | 138 |  
|Estimated residual values of leased equipment (unguaranteed) |  |                   | 20  |   |                  |   | 21  |  
|                                                             |  |                   |     |   |                  |   |     |  
|Investment in direct financing leases                        |  |                   | 106 |   |                  |   | 159 |  
|Less unearned income                                         |  |                   | (18 | ) |                  |   | (40 | )
|                                                             |  |                   |     |   |                  |   |     |  
|Net investment in direct financing leases                    |  | $                 | 88  |   |                  | $ | 119 |  
|                                                             |  |                   |     |   |                  |   |     |  

There were no investment in direct financing leases, net in nonaccrual status as of
September 30, 2009 and December 31, 2008.



10



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Investment in equipment and leases, net (continued):



At September 30, 2009, the aggregate amounts of future minimum lease payments under operating and
direct financing leases are as follows (in thousands):



|                                      |  |  |  |                 |       |                       |   |       |  |   |      
|------------------------------------- |  |  |  | --------------- | ----- | --------------------- | - | ----- |  | - | -----
|                                      |  |  |  | OperatingLeases |       | DirectFinancingLeases |   | Total
|Three months ending December 31, 2009 |  |  |  | $               | 447   |                       | $ | 17    |  | $ | 464  
|Year ending December 31, 2010         |  |  |  |                 | 1,543 |                       |   | 69    |  |   | 1,612
|2011                                  |  |  |  |                 | 1,082 |                       |   |      |  |   | 1,082
|2012                                  |  |  |  |                 | 237   |                       |   |      |  |   | 237  
|                                      |  |  |  |                 |       |                       |   |       |  |   |      
|                                      |  |  |  | $               | 3,309 |                       | $ | 86    |  | $ | 3,395
|                                      |  |  |  |                 |       |                       |   |       |  |   |      

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



|                      |  |            
|--------------------- |  | -----------
|Equipment category    |  | Useful Life
|Transportation, rail  |  | 30 - 35    
|Material handling     |  | 7 - 10     
|Transportation, other |  | 7 - 10     

4. Related party transactions:

The terms of the 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 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. The Partnership is contingently liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.

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

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

Incentive management fees are computed as 4% of distributions of cash from operations, as defined in the Partnership Agreement. Equipment management fees are computed as 3.5% of gross revenues from
operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.



11



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

4. Related party transactions (continued):



During the three and nine months ended September 30, 2009 and 2008, AFS and/or affiliates earned
fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):



|                                                           |  |                                 |     |                                |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | ------------------------------- | --- | ------------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedSeptember 30, |     | Nine Months EndedSeptember 30,
|                                                           |  | 2009                            |     | 2008                           |   | 2009 |  | 2008
|Cost reimbursements to General Partner                     |  | $                               | 161 |                                | $ | 134  |  | $    | 455 |  | $ | 409
|Equipment and incentive management fees to General Partner |  |                                 | 17  |                                |   | 43   |  |      | 56  |  |   | 125
|                                                           |  |                                 |     |                                |   |      |  |      |     |  |   |    
|                                                           |  | $                               | 178 |                                | $ | 177  |  | $    | 511 |  | $ | 534
|                                                           |  |                                 |     |                                |   |      |  |      |     |  |   |    

5. 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.

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.

6. Partners Capital:

As of September 30, 2009 and December 31, 2008, 12,478,676 Units were issued and outstanding. The Partnership was authorized to issue up to
12,500,000 Units, in addition to the 50 Units issued to the Initial Limited Partners, as defined.

As defined in the Limited Partnership
Agreement, the Partnerships Net Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to
maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2008. The amounts allocated were determined so as to bring AFSs ending capital
account balance to zero at the end of each year.

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

Cash from Operations

Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

Cash from Sales and Refinancing

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

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



12



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

6. Partners Capital (continued):



Distributions to the Limited Partners were as follows (in thousands except units and per unit data):



|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2009                            |            | 2008                           |   | 2009       |  | 2008
|Distributions declared                       |  | $                               |           |                                | $ |           |  | $    |           |  | $ | 1,873     
|Weighted average number of Units outstanding |  |                                 | 12,478,676 |                                |   | 12,478,676 |  |      | 12,478,676 |  |   | 12,478,676
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                               |           |                                | $ |           |  | $    |           |  | $ | 0.15      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           

7. Fair value of financial instruments:

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels
of inputs within the fair value hierarchy are defined as follows:

Level 1  Quoted prices in active markets for identical assets or
liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2  Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not
active, and model-based valuations in which all significant inputs are observable in the market.

Level 3  Valuation is modeled
using significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnership's own estimates of assumptions that market participants would use in pricing the asset or liability.

At September 30, 2009 and December 31, 2008, the Partnership had no financial assets or liabilities that require measurement on a recurring or
non-recurring basis.

The Partnership has determined the estimated fair value amounts by using market information and valuation methodologies
that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts the Partnership could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial
Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Partnerships financial instruments, are made solely to comply with the requirements of the Financial
Instruments Topic and should be read in conjunction with the Partnerships financial statements and related notes.

At September 30,
2009 and December 31, 2008, the only financial instrument reflected on the Partnerships financial statements is its cash and cash equivalents. Such cash and cash equivalents approximate fair value because of the liquidity and short-term
maturity of these instruments.



13



---

##### Table of Contents

|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,
(MD&A) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those
projected. In particular, the economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in 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 Partnership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-Q. 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-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Cash Distribution Fund VI, L.P. (the Partnership) is a California partnership that was formed in June 1994 for the purpose of engaging in
the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC
(AFS), a California limited liability company.

The Partnership conducted a public offering of 12,500,000 Limited Partnership
Units (Units), at a price of $10 per Unit. The offering was terminated in November 1996. During early 1997, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of
Units. Subsequently, throughout the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be
distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

The Partnership may continue until
December 31, 2015. Pursuant to the guidelines of the Limited Partnership Agreement (Partnership Agreement), the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period
which ended in December 2002.

As of September 30, 2009, the Partnership remains in its liquidation phase. Accordingly, assets that
mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of
the General Partner.

Results of Operations

The three months ended September 30, 2009 versus the three months ended September 30, 2008

The Partnership had net income of $106 thousand and $141 thousand for the third quarter of 2009 and 2008, respectively. The results for the third quarter of 2009 reflect a decrease in total revenues
offset, in part, by a decline in operating expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2009 decreased by $62 thousand, or 8%, as compared to the prior year period. The decline was primarily due to a $47
thousand reduction in operating lease revenues, a $7 thousand decline in interest income and a $6 thousand decrease in gains on sales of lease assets.

The reduction in operating lease revenues was primarily due to continued run-off and disposition of lease assets combined with a period over period decline in usage-based rental revenues. The decline in interest income was attributable to
the period over period decrease in interest earning cash balances as well as the change in the account nature to a non-interest bearing account to ensure maximum Federal Deposit Insurance Corporation (FDIC) insurance coverage on
deposits; and



14



---

##### Table of Contents

the decrease in gains on sales of lease assets was mainly a result of reduced demand for railcars, containers and other assets as a result of the continued economic downturn.

Expenses

Total expenses for the third
quarter of 2009 decreased by $27 thousand, or 4%, as compared to the prior year period. The net decrease in expenses was primarily due to decreases in management fees paid to AFS, railcar maintenance expense, depreciation expense and outside
services expense offset, in part, by increases in cost reimbursements to AFS, other expense and the provision for doubtful accounts.

The
decrease in management fees paid to AFS totaled $26 thousand and was largely due to the continued decline in managed assets and related rents. Likewise, railcar maintenance expense declined by $26 thousand as a result of the overall decrease in
labor and other maintenance costs. Depreciation expense declined by $24 thousand largely due to the continued run-off of the Partnerships lease assets during its liquidation phase; and outside services was reduced by $17 thousand mainly due to
a period over period reduction in consulting fees.

Partially offsetting the aforementioned decreases in expenses were increases in cost
reimbursements to AFS, other expense and the provision for doubtful accounts totaling $27 thousand, $22 thousand and $15 thousand, respectively. The increase in costs reimbursed to AFS was attributable to a period over period increase in
administrative costs. Other expense increased largely due to certain unrecoverable property taxes assessed by the states of Kentucky and Texas, as well as the increase in printing and postage expenses related to mailings of investor information.
Lastly, the increase in the provision for doubtful accounts reflects a reserve established for delinquent railcar receivables.

The nine
months ended September 30, 2009 versus the nine months ended September 30, 2008

The Partnership had net income of $177 thousand
and $404 thousand for the first nine months of 2009 and 2008, respectively. The results for the first nine months of 2009 reflect a decrease in total revenues offset, in part, by a decline in operating expenses when compared to the prior year
period.

Revenues

Total
revenues for the first nine months of 2009 decreased by $482 thousand, or 18%, as compared to the prior year period. The net decrease was primarily due to a $435 thousand reduction in operating lease revenues, a $24 thousand decrease in interest
income and a $16 thousand decline in gains on sales of lease assets.

The reduction in operating lease revenues was primarily due to continued
run-off and disposition of lease assets as well as a period over period decline in usage-based rental revenues. The decline in interest income was attributable to a reduction in the Partnerships interest earning cash balances and the change in
the account nature to a non-interest bearing account to ensure maximum FDIC insurance coverage on deposits; and the decrease in gains on sales of lease assets was mainly a result of reduced demand for Partnership assets available for sale as a
result of the continued economic downturn.

Expenses

Total expenses for the first nine months of 2009 decreased by $255 thousand, or 11%, as compared to the prior year period. The net decline in expenses was primarily due to reductions in depreciation
expense, management fees paid to AFS, professional fees, other expense, other management fees and outside services expense offset, in part, by an increase in costs reimbursed to AFS.

The decrease in depreciation expense totaled $89 thousand and was largely due to continued run-off of the Partnerships lease assets during its liquidation phase. Management fees paid to AFS
decreased by $69 thousand due to the absence of current year incentive fees, as there have been no distributions paid through September 2009, and the continued decline in managed assets and related rents.

Likewise, professional fees declined by $59 thousand primarily as a result of a year over year reduction in audit related and tax preparation fees. Other
expense decreased by $32 thousand due to the payment of a $52 thousand property tax assessment during the second quarter of 2008 offset, in part, by the impact of unrecoverable property taxes assessments expensed during the third quarter of 2009 and
the increase in printing and postage expenses related to mailings of investor information.



15



---

##### Table of Contents

Moreover, other management fees paid to a third party railcar manager declined by $27 thousand largely due
to run-off of the Partnerships railcars; and outside services was reduced by $24 thousand mainly due to a period over period reduction in consulting fees and the elimination of a consulting position utilized during the prior year period.

Partially offsetting the above decreases in expenses was an increase in cost reimbursements to AFS. The increase totaled $46 thousand and was
attributable to increased administrative costs.

Capital Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as
distributions are made to the partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary
source of liquidity for the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnerships
success in remarketing or selling the equipment as it comes off rental.

The changes in the Partnerships cash flow for the three and
nine months ended September 30, 2009 when compared to the three and nine months ended September 30, 2008 are as follows:

The
three months ended September 30, 2009 versus the three months ended September 30, 2008



| |  |  | Operating Activities
| | - |  | --------------------

Cash provided by operating activities decreased by $42 thousand, or 10%, for the third quarter of 2009 as compared to the prior year period. The net decrease in cash flow was primarily attributable to a
$35 thousand reduction in net operating results, as adjusted for non-cash revenue and expense items such as gain on sales of assets and depreciation expense. The decrease in net operating results, as adjusted for non-cash items, was mainly due to
the continued decline in operating lease revenues consistent with a fund in liquidation.



| |  |  | Investing Activities
| | - |  | --------------------

Cash provided by investing activities decreased by $24 thousand, or 23%, for the third quarter of 2009 as compared to the prior year period. The decrease in cash flow was mainly due to a period over
period decline in proceeds from sales of lease assets as the current economic downturn has adversely impacted demand for the Partnerships lease assets available for sale.



| |  |  | Financing Activities
| | - |  | --------------------

The Partnership had no financing activities during the third quarters of 2009 and 2008.

The
nine months ended September 30, 2009 versus the nine months ended September 30, 2008



| |  |  | Operating Activities
| | - |  | --------------------

Cash provided by operating activities decreased by $637 thousand, or 41%, for the first nine months of 2009 as compared to the prior year period. The net decrease in cash flow was primarily attributable
to a $347 thousand reduction in payments received on accounts receivable and a $292 thousand decline in net operating results, as adjusted for non-cash revenue and expense items such as gain on sales of assets and depreciation expense.

The period over period decrease in payments received on accounts receivable was mainly due to the receipt of a $150 thousand tax refund
from the city of Philadelphia and the collection of aged receivables during the first nine months of 2008; and the decline in net operating results, as adjusted for non-cash items, was largely a result of the continued decline in operating lease
revenues, which is consistent with a fund in liquidation.



16



---

##### Table of Contents

| |  |  | Investing Activities
| | - |  | --------------------

Cash provided by investing activities increased by $20 thousand, or 6%, for the first nine months of 2009 as compared to the prior year period. The net improvement in cash flow was mainly due to a period
over period increase in proceeds from sales of lease assets resulting from increased first quarter 2009 sales of railcars and containers.



| |  |  | Financing Activities
| | - |  | --------------------

Net cash used in financing activities decreased by $1.9 million, or 100%, for the first nine months of 2009 as compared to the prior year period primarily due to the timing of payments of distributions to
the Limited Partners. The annual distribution for 2007 was paid during the first nine months of 2008.

In a normal economy, if inflation in
the general economy becomes significant, it may affect the Partnership in as much 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. In addition, if interest rates increase significantly under such circumstances, 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.

The Partnership currently has available adequate reserves to meet its immediate cash requirements and those of the next
twelve months, 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.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. At
September 30, 2009, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.



|Item 4T. | Controls and procedures.
|-------- | ------------------------

Evaluation of disclosure controls and procedures

The Partnerships General Partners President and Chief
Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (Management), evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnerships disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and
operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial reporting process, and
is solely dependent on the Management of the General Partner, which is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partners
disclosure controls and procedures, as it is applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partners internal control over financial reporting, as it is applicable to the Partnership, during the quarter
ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the General Partners internal control over financial reporting, as it is applicable to the Partnership.



17



---

##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the
ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships
financial position or results of operations.



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

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



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

None.



|Item 5. | Other Information.
|------- | ------------------

None.



|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 not applicable, and therefore have been omitted.



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

31.1    Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash

31.2    Rule
13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi

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

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



18



---

##### Table of Contents

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: November 12, 2009



|    |  |                               |  |                                      |  |                                                                                                                                   
|--- |  | ----------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|    |  |                               |  | 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 ATEL Financial Services, LLC (General Partner)                                           
|    |  |                              
|    |  |                               | 
|    |  |                               |  | By:                                  |  | /s/ Paritosh K. Choksi                                                                                                            
|    |  |                               |  |                                      |  | Paritosh K. Choksi,                                                                                                               
|    |  |                               |  |                                      |  | Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)
|    |  |                              
|    |  |                              
|    |  |                               | 
|    |  |                               |  | By:                                  |  | /s/ Samuel Schussler                                                                                                              
|    |  |                               |  |                                      |  | Samuel Schussler,                                                                                                                 
|    |  |                               |  |                                      |  | Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)                                     



19