Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the quarterly period ended March 31, 2000

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

                        Commission File Number 000-28368

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None






                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                             2000                1999
                                                             ----                ----
<S>                                                          <C>                <C>
Cash and cash equivalents                                     $ 7,094,212          $ 390,463

Accounts receivable, net of allowance for
   doubtful accounts of $282,991 in 2000 and in 1999            3,186,332         10,368,154

Investments in leases                                          80,978,299         99,946,381
                                                     --------------------- ------------------
Total assets                                                 $ 91,258,843       $110,704,998
                                                     ===================== ==================


   LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                            $ 36,468,950        $46,490,585

Lines of credit                                                         -          8,350,000

Accounts payable:
   General Partner                                                121,491          1,076,757
   Equipment purchases                                              5,452              5,452
   Other                                                          615,395            593,862

Accrued interest payable                                          104,358          1,551,104

Unearned operating lease income                                 1,460,236            429,486
                                                     --------------------- ------------------
Total liabilities                                              38,775,882         58,497,246
Partners' capital:
     General Partner                                             (532,379)          (567,944)
     Limited Partners                                          53,015,340         52,775,696
                                                     --------------------- ------------------
Total partners' capital                                        52,482,961         52,207,752
                                                     --------------------- ------------------
Total liabilities and partners' capital                      $ 91,258,843       $110,704,998
                                                     ===================== ==================
</TABLE>

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2000                1999
                                                                  ----                ----
   Leasing activities:
<S>                                                                <C>                <C>
      Operating leases                                             $ 5,945,362        $ 9,508,632
      Direct financing leases                                           25,755             28,220
      Gain on sales of assets                                        4,254,908             70,965
Interest                                                                 3,478              1,738
Other                                                                      502              6,058
                                                          --------------------- ------------------
                                                                    10,230,005          9,615,613
Expenses:
Depreciation and amortization                                        5,047,561          6,058,255
Interest expense                                                     1,104,356          1,226,348
Administrative cost reimbursements to General Partner                   87,405             43,679
Equipment and incentive management fees to General Partner             205,276            385,195
Other                                                                  210,170            215,027
Professional fees                                                       18,701             11,032
                                                          --------------------- ------------------
                                                                     6,673,469          7,939,536
                                                          --------------------- ------------------
Net income                                                         $ 3,556,536        $ 1,676,077
                                                          ===================== ==================

Net income:
   General Partner                                                    $ 35,565           $ 16,761
   Limited Partners                                                  3,520,971          1,659,316
                                                          --------------------- ------------------
                                                                   $ 3,556,536        $ 1,676,077
                                                          ===================== ==================

Net income per Limited Partnership Unit                                 $ 0.28             $ 0.13
Weighted average number of Units outstanding                        12,500,050         12,500,050
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Limited Partners        General
                                Units            Amount             Partner               Total
<S>                              <C>             <C>                    <C>               <C>
Balance December 31, 1999        12,500,050      $52,775,696            $ (567,944)       $52,207,752
Distributions to partners                         (3,281,327)                    -         (3,281,327)
Net income                                         3,520,971                35,565          3,556,536
                          ------------------ ---------------- --------------------- ------------------
Balance March 31, 2000           12,500,050      $53,015,340            $ (532,379)       $52,482,961
                          ================== ================ ===================== ==================
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999


<TABLE>
<CAPTION>
Operating activities:                                          2000                1999
                                                               ----                ----
<S>                                                             <C>                <C>
Net income                                                      $ 3,556,536        $ 1,676,077
Adjustments to reconcile net income to cash provided
   by operating activities:
   Depreciation and amortization                                  5,047,561          6,058,255
   Gain on sales of assets                                       (4,254,908)           (70,965)
   Changes in operating assets and liabilities:
      Accounts receivable                                         2,381,822            379,442
      Accounts payable, General Partner                            (955,266)            (2,930)
      Accounts payable, other                                        21,533          1,243,287
      Accrued interest payable                                      327,599             49,617
      Unearned lease income                                       1,030,750            874,276
                                                       --------------------- ------------------
Net cash provided by operations                                   7,155,627         10,207,059
                                                       --------------------- ------------------

Investing activities:
Proceeds from sales of assets                                    18,118,977            456,789
Reduction of net investment in direct financing leases               56,452             48,228
Purchases of equipment on operating leases                                -           (129,852)
                                                       --------------------- ------------------
Net cash provided by investing activities                        18,175,429            375,165
                                                       --------------------- ------------------

Financing activities:
Repayments of non-recourse debt                                  (6,995,980)        (7,787,389)
Repayments of borrowings under line of credit                    (8,350,000)                 -
Distributions to partners                                        (3,281,327)        (3,324,684)
                                                       --------------------- ------------------
Net cash used in financing activities                           (18,627,307)       (11,112,073)
                                                       --------------------- ------------------

Net increase (decrease) in cash and cash equivalents              6,703,749           (529,849)

Cash and cash equivalents at beginning of period                    390,463            744,132
                                                       --------------------- ------------------
Cash and cash equivalents at end of period                      $ 7,094,212          $ 214,283
                                                       ===================== ==================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                          $ 776,757        $ 1,176,731
                                                       ===================== ==================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service per
   lease and debt agreement:
Accrued interest payable                                       $ (1,774,345)      $ (2,104,036)
Non-recourse debt                                                (3,025,655)        (2,695,964)
                                                       --------------------- ------------------
Accounts receivable                                            $ (4,800,000)      $ (4,800,000)
                                                       ===================== ==================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and partnership matters:

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

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 3,
1995, the Partnership commenced operations.

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                             Depreciation
                                              Balance         Expense and         Reclassi-             Balance
                                           December 31,      Amortization       fications and          March 31,
                                               1999            of Leases         Dispositions            2000
                                               ----            ---------     -   -------------           ----
<S>                                           <C>              <C>                  <C>                  <C>
Net investment in operating leases            $102,305,273     $ (4,908,412)        $ (17,853,559)       $79,543,302
Net investment in direct financing leases        1,019,587          (56,452)                    -            963,135
Residual interests                                 379,551                -                     -            379,551
Assets held for sale or lease                      645,593                -             3,989,490          4,635,083
Reserve for losses                              (5,898,376)               -                     -         (5,898,376)
Initial direct costs, net of
   accumulated amortization                      1,494,753         (139,149)                    -          1,355,604
                                         ------------------ ---------------- --------------------- ------------------
                                               $99,946,381     $ (5,104,013)        $ (13,864,069)       $80,978,299
                                         ================== ================ ===================== ==================
</TABLE>




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                   Balance                             Reclassi-             Balance
                                December 31,                         fications and          March 31,
                                    1999          Depreciation        Dispositions            2000
                                    ----          ------------        -------------           ----
<S>                                <C>              <C>                  <C>                  <C>
Transportation                     $109,727,891                          $ (18,286,459)       $91,441,432
Materials handling                   19,507,740                                (77,768)        19,429,972
Construction                         17,753,581                             (1,250,021)        16,503,560
Manufacturing                        29,440,009                            (18,320,603)        11,119,406
Office automation                     6,578,010                               (741,224)         5,836,786
Other                                 2,964,538                               (347,462)         2,617,076
                              ------------------ ---------------- --------------------- ------------------
                                    185,971,769                            (39,023,537)       146,948,232
Less accumulated depreciation       (83,666,496)     ($4,908,412)           21,169,978        (67,404,930)
                              ------------------ ---------------- --------------------- ------------------
                                   $102,305,273     $ (4,908,412)        $ (17,853,559)       $79,543,302
                              ================== ================ ===================== ==================
</TABLE>

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

At March 31, 2000, the aggregate amounts of future minimum lease payments are as
follows:

                                          Direct
      Year ending      Operating         Financing
     December 31,       Leases            Leases              Total
     ------------       ------            ------              -----
             2000        $13,983,739        $ 211,304          $ 14,195,043
             2001         12,156,231          217,181            12,373,412
             2002          5,377,885          147,554             5,525,439
             2003          3,302,040           98,760             3,400,800
             2004          2,810,286           98,760             2,909,046
       Thereafter         14,869,905          290,903            15,160,808
                   ------------------ ---------------- ---------------------
                         $52,500,086       $1,064,462          $ 53,564,548
                   ================== ================ =====================




                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.33% to 12.22%.

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

         Year ending
        December 31,      Principal         Interest             Total
        ------------      ---------         --------             -----
                2000        $ 5,886,869       $8,827,702          $ 14,714,571
                2001          8,823,031        2,526,688            11,349,719
                2002          5,745,613        1,826,553             7,572,166
                2003          5,487,689        1,239,498             6,727,187
                2004            822,894          635,737             1,458,631
          Thereafter          9,702,854        3,649,283            13,352,137
                      ------------------ ---------------- ---------------------
                            $36,468,950      $18,705,461          $ 55,174,411
                      ================== ================ =====================


5.  Related party transactions:

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

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

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


5.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                        2000                1999
                                                                                        ----                ----
<S>                                                                                        <C>                <C>

Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases,  as defined in the Limited  Partnership  Agreement).                        $ 205,276           $385,195


Administrative costs reimbursed to General Partner                                            87,405             43,679
                                                                                --------------------- ------------------
                                                                                           $ 292,681          $ 428,874
                                                                                ===================== ==================
</TABLE>


6. Partner's capital:

As  of  March  31,  2000,   12,500,050  Units  ($125,000,500)  were  issued  and
outstanding.

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

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

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

Second,  the balance to the Limited  Partners  until the Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 10% per annum cumulative  (compounded daily) return
on their Adjusted Invested Capital.

Third, an affiliate of the General Partner will receive as Incentive  Management
Compensation, 4% of remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.










                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $95,000,000 revolving credit agreement with a group of financial
institutions  which  expires  on  July  28,  2000.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

From July 1, 2000 through July 28, 2000, the maximum available under the line of
credit shall be the then current balance or $85,000,000, which ever is less.

At March 31, 2000, the Partnership had no borrowings under the line of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2000.





                                       10
<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 2000 and 1999, the  Partnership's  primary  activity
was engaging in equipment leasing activities.  In the first quarter of 2000, the
Partnership's primary source of cash was proceeds from sales of lease assets. In
1999,  the  Partnership's  primary  source of liquidity was rents from operating
leases.

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

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $95,000,000   revolving  line  of  credit  with  a  financial
institution.  The line of credit  expires  on July 28,  2000.  From July 1, 2000
through July 28, 2000, the maximum  available  under the line of credit shall be
the then current balance or $85,000,000, which ever is less.

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

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

Through  March  31,  2000,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse  basis.  As of that date,  $36,468,950  remained  outstanding.  The
General Partner expects that aggregate  borrowings in the future will not exceed
50% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 50% of the total cost of  equipment,  in
aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the  acquisition of additional  equipment.  As of March 31, 2000,  there were no
such commitments.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.



                                       11
<PAGE>

Cash Flows

During the first quarters of 2000 and 1999, the Partnership's  primary source of
cash from  operating  activities  was rents  from  operating  leases.  Cash from
operating  activities  was almost  entirely from  operating  lease rents in both
years.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only investing  sources of cash. The only investing use of cash in 1999
was to make a deferred  payment on the purchase of assets on  operating  leases.
Proceeds  from  sales  of  lease  assets  increased  from  $456,789  in  1999 to
$18,118,977  in 2000.  Most of the sales  proceeds in 2000 were used to pay down
non-recourse debt and borrowings on the line of credit.

There  were no  sources  of cash  from  financing  activities  in 2000 and 1999.
Repayments  of  non-recourse  debt  decreased  as a  result  of  scheduled  debt
payments.  These reductions were partially offset by repayments of debt prior to
maturity using the proceeds of sales of lease assets.


Results of operations

Operations resulted in a net income of $7,094,212 in 2000 compared to $1,665,634
in 1999. The Partnership's primary source of revenues is from operating leases.

In 2000, most all of the gains  recognized on the sales of lease assets resulted
from the sale of  locomotives.  There were no similar  large  sales of assets in
1999.

Interest expense has been reduced due to scheduled payments on the Partnership's
non-recourse  debt and due to reductions of the amounts  borrowed under the line
of credit.  Debt has been reduced from a total of  $59,791,399 at March 31, 1999
to $36,468,950 at March 31, 2000.

Depreciation  expense has  decreased  from  $5,860,859  in 1999 to $4,908,412 in
2000.  Depreciation  is related to operating  lease  assets.  The amount of such
assets has decreased from  $195,931,435  at January 1, 1999 to  $146,948,232  at
March 31, 2000. As operating  leases  mature and the assets are sold,  operating
lease revenues and depreciation expense will continue to decrease.











                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                     (a)Documents filed as a part of this report

                     1.  Financial Statements

                         Included in Part I of this report:

                         Balance Sheets, March 31, 2000 and December 31, 1999.

                         Statement of changes in partners' capital for the three
                         months ended March 31, 2000.

                         Income  statements  for the three month  periods  ended
                         March 31, 2000 and 1999.

                         Statements  of cash flows for the three  month  periods
                         ended March 31, 2000 and 1999.

                         Notes to the Financial Statements

                     2.  Financial Statement Schedules

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

                     (b) Report on Form 8-K

                         None



                                       13
<PAGE>

                                   SIGNATURES


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

Date:
May 12, 2000

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



               By: ATEL Financial Corporation
                   General Partner of Registrant




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




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




               By: /s/ Paritosh K. Choksi
                   -------------------------------------
                   Paritosh K. Choksi
                   Principal financial officer
                   of registrant




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