**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Dean L. Cash, certifythat:

 

1.                                I have reviewed this quarterly report on Form10-QSB of ATEL Cash Distribution Fund VI, L.P.;

 

2.                                Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.                                The registrant’s other certifying officers andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

a)             Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;

 

b)            Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;and

 

c)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)             All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b)            Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date:    August  22, 2005 |   |
|-----------------------------------------------|--------|
|                                          |   |
|                                          |   |
| /s/ Dean  L. Cash                             |   |   |
| Dean L.  Cash                                 |   |
| President  and Chief Executive Officer        |   |
| of  General Partner                           |   |
|                                               |        |  |

 

1

----