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, 2002

                   |_|     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, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

                                                   2002              2001
                                                   ----              ----
Cash and cash equivalents                           $ 981,811         $ 701,012

Accounts receivable, net of allowance for
   doubtful accounts of $861,254 in 2002
   and 2001                                         2,663,257         7,200,988

Investments in leases                              55,455,312        57,939,842
                                             ----------------- -----------------
Total assets                                     $ 59,100,380      $ 65,841,842
                                             ================= =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $ 17,058,846      $ 21,712,993

Lines of credit                                     6,500,000         4,500,000

Accounts payable:
   General Partner                                    284,164           208,687
   Other                                              457,882           585,993

Accrued interest payable                               17,948           762,476

Unearned operating lease income                       113,490            63,013
                                             ----------------- -----------------
Total liabilities                                  24,432,330        27,833,162
Partners' capital:
     General Partner                                        -                 -
     Limited Partners                              34,668,050        38,008,680
                                             ----------------- -----------------
Total partners' capital                            34,668,050        38,008,680
                                             ----------------- -----------------
Total liabilities and partners' capital          $ 59,100,380      $ 65,841,842
                                             ================= =================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)

Revenues:                                          2002              2001
                                                   ----              ----
   Leasing activities:
      Operating leases                            $ 3,255,804       $ 4,360,870
      Direct financing leases                          53,906            52,262
      (Loss) gain on sales of assets                 (283,280)           98,421
Interest                                                1,948            25,896
Other                                                     894             7,797
                                              ---------------- -----------------
                                                    3,029,272         4,545,246
Expenses:
Depreciation and amortization                       1,782,960         2,415,771
Interest expense                                      515,222           640,379
Equipment and incentive management fees to
   General Partner                                    311,165           288,897
Cost reimbursements to General Partner                218,529           167,832
Other                                                 167,949           140,724
Professional fees                                      59,891            27,366
                                              ---------------- -----------------
                                                    3,055,716         3,680,969
                                              ---------------- -----------------
Net (loss) income                                   $ (26,444)        $ 864,277
                                              ================ =================

Net (loss) income:
   General Partner                                   $ 33,017           $ 8,643
   Limited Partners                                   (59,461)          855,634
                                              ---------------- -----------------
                                                    $ (26,444)        $ 864,277
                                              ================ =================

Net (loss) income per Limited Partnership Unit        $ (0.00)           $ 0.07
Weighted average number of Units outstanding       12,500,050        12,500,050


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Limited Partners      General
                               Units             Amount           Partner            Total
<S>                             <C>             <C>                    <C>          <C>
Balance December 31, 2001       12,500,050      $ 38,008,680               $ -      $ 38,008,680
Distributions to partners                         (3,281,169)          (33,017)       (3,314,186)
Net loss                                             (59,461)           33,017           (26,444)
                          ----------------- ----------------- ----------------- -----------------
Balance March 31, 2002          12,500,050      $ 34,668,050               $ -      $ 34,668,050
                          ================= ================= ================= =================
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
Operating activities:                                       2002              2001
                                                            ----              ----
<S>                                                          <C>               <C>
Net (loss) income                                            $ (26,444)        $ 864,277
Adjustment to reconcile net (loss) income to cash
   provided by operating activities:
   Depreciation and amortization                             1,782,960         2,415,771
   Gain on sales of assets                                     283,280           (98,421)
   Changes in operating assets and liabilities:
      Accounts receivable                                     (262,269)       (1,223,751)
      Accounts payable, General Partner                         75,477           (93,646)
      Accounts payable, other                                 (128,111)          237,822
      Accrued interest payable                                 244,547           343,604
      Unearned lease income                                     50,477           (20,533)
                                                      ----------------- -----------------
Net cash provided by operations                              2,019,917         2,425,123
                                                      ----------------- -----------------

Investing activities:
Proceeds from sales of assets                                  362,449           148,078
Reduction of net investment in direct financing leases          55,841            49,485
                                                      ----------------- -----------------
Net cash provided by investing activities                      418,290           197,563
                                                      ----------------- -----------------

Financing activities:
Distributions to partners                                   (3,314,186)       (3,399,750)
Repayments of non-recourse debt                               (843,222)       (1,449,681)
Borrowings under line of credit                              2,000,000         1,000,000
                                                      ----------------- -----------------
Net cash used in financing activities                       (2,157,408)       (3,849,431)
                                                      ----------------- -----------------

Net increase (decrease) in cash and cash equivalents           280,799        (1,226,745)

Cash and cash equivalents at beginning of period               701,012         1,947,276
                                                      ----------------- -----------------
Cash and cash equivalents at end of period                   $ 981,811         $ 720,531
                                                      ================= =================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                     $ 270,675         $ 296,775
                                                      ================= =================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service
   per lease and debt agreement:
Accrued interest payable                                    $ (989,075)      $(1,404,335)
Non-recourse debt                                           (3,810,925)       (3,395,665)
                                                      ----------------- -----------------
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, 2002
                                   (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.

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,
                                               2001           of Leases        Dispositions          2002
                                               ----           ---------      - -------------         ----
<S>                                          <C>                <C>                <C>             <C>
Net investment in operating leases           $ 55,447,510       $(1,740,318)       $ (694,881)     $ 53,012,311
Net investment in direct financing leases         921,543           (55,841)                -           865,702
Residual interests                                 34,161                 -                 -            34,161
Assets held for sale or lease                   1,134,488                 -            49,152         1,183,640
Reserve for losses                               (188,009)                -                 -          (188,009)
Initial direct costs, net of
   accumulated amortization                       590,149           (42,642)                -           547,507
                                         ----------------- ----------------- ----------------- -----------------
                                             $ 57,939,842       $(1,838,801)       $ (645,729)     $ 55,455,312
                                         ================= ================= ================= =================
</TABLE>




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance          Additions         Reclassi-          Balance
                               December 31,          and          fications and       March 31,
                                   2001          Depreciation      Dispositions          2002
                                   ----          ------------    - -------------         ----
<S>                              <C>                <C>                <C>             <C>
Transportation                   $ 82,924,093               $ -       $(1,174,264)     $ 81,749,829
Construction                       19,955,096                 -                 -        19,955,096
Materials handling                 10,062,364                 -          (586,841)        9,475,523
Office automation                   1,503,725                 -                 -         1,503,725
Other                               1,042,203                 -          (278,949)          763,254
Manufacturing                         288,768                 -          (210,284)           78,484
                             ----------------- ----------------- ----------------- -----------------
                                  115,776,249                 -        (2,250,338)      113,525,911
Less accumulated depreciation     (60,328,739)       (1,740,318)        1,555,457       (60,513,600)
                             ----------------- ----------------- ----------------- -----------------
                                 $ 55,447,510       $(1,740,318)       $ (694,881)     $ 53,012,311
                             ================= ================= ================= =================
</TABLE>

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

At March 31, 2002, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                               Direct
                                           Operating         Financing
                                             Leases            Leases            Total
<S>                                        <C>                   <C>             <C>
  Nine months ending December 31, 2002     $   5,367,632         $ 316,998       $ 5,684,630
         Year ending December 31, 2003         3,620,155           182,355         3,802,510
                                  2004         2,909,437           110,355         3,019,792
                                  2005         2,706,562            98,760         2,805,322
                                  2006         1,624,403            98,760         1,723,163
                            Thereafter        10,520,600            98,760        10,619,360
                                        ----------------- ----------------- -----------------
                                            $ 26,748,789         $ 905,988      $ 27,654,777
                                        ================= ================= =================
</TABLE>




                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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
6.37% to 12.22%.

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


<TABLE>
<CAPTION>
                                           Principal          Interest           Total
<S>                                        <C>                   <C>             <C>
  Nine months ending December 31, 2002     $   1,089,286         $ 719,639       $ 1,808,925
         Year ending December 31, 2003         5,486,383         1,237,053         6,723,436
                                  2004           821,505           633,381         1,454,886
                                  2005           476,034           591,844         1,067,878
                                  2006           679,762           548,359         1,228,121
                            Thereafter         8,505,876         2,493,684        10,999,560
                                        ----------------- ----------------- -----------------
                                            $ 17,058,846       $ 6,223,960      $ 23,282,806
                                        ================= ================= =================
</TABLE>


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  services  to the  Partnership.  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 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 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, 2002
                                   (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>
                                                                                      2002              2001
                                                                                      ----              ----

<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).                       $ 311,165         $ 288,897


Costs reimbursed to General Partner                                                      218,529           167,832
                                                                                ----------------- -----------------
                                                                                       $ 529,694         $ 456,729
                                                                                ================= =================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                               <C>
Amount  borrowed by the Partnership under the acquisition facility                $   6,500,000
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                    12,800,000
                                                                               -----------------
Total borrowings under the acquisition facility                                      19,300,000
Amounts borrowed by the General Partner and its sister corporation under the
   warehouse facility                                                                 5,235,045
                                                                               -----------------
Total outstanding balance                                                          $ 24,535,045
                                                                               =================

Total available under the line of credit                                           $ 62,000,000
Total outstanding balance                                                          (24,535,045)
                                                                               -----------------
Remaining availability                                                             $ 37,464,955
                                                                               =================
</TABLE>

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2002.







                                       9
<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 2002 and 2001, the  Partnership's  primary  activity
was  engaging  in  equipment   leasing   activities.   In  2002  and  2001,  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  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                               <C>
Amount  borrowed by the Partnership under the acquisition facility                $   6,500,000
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                    12,800,000
                                                                               -----------------
Total borrowings under the acquisition facility                                      19,300,000
Amounts borrowed by the General Partner and its sister corporation under the
   warehouse facility                                                                 5,235,045
                                                                               -----------------
Total outstanding balance                                                          $ 24,535,045
                                                                               =================

Total available under the line of credit                                           $ 62,000,000
Total outstanding balance                                                          (24,535,045)
                                                                               -----------------
Remaining availability                                                             $ 37,464,955
                                                                               =================
</TABLE>

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

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.



                                       10
<PAGE>

Through  March  31,  2002,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse  basis.  As of that date,  $17,058,846  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, 2002,  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.

Cash Flows

During the first quarters of 2002 and 2001, 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 in both 2002 and 2001.  Proceeds  from
sales of lease  assets  increased  from  $148,078  in 2001 to  $362,449 in 2002.
Proceeds from sales of lease assets are not expected to be  consistent  from one
year to another.

In 2002 and 2001, the only source of cash from financing  activities was amounts
borrowed on the line of credit.  Repayments of non-recourse  debt decreased as a
result of scheduled debt payments.


Results of operations

Operations  resulted in a net loss of $26,444 in 2002  compared to net income of
$864,277  in  2001.  The  Partnership's  primary  source  of  revenues  was from
operating  leases in both years.  Operating  lease  revenues  have declined as a
result of lease  maturities  and sales of the  underlying  lease assets over the
last year.

Sales of lease assets in 2002  resulted in losses of $283,280  compared to gains
of $98,421 in 2001.  The amounts of such gains and losses is not  expected to be
consistent from one year to another.

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.

Depreciation  expense has  decreased  from  $2,351,798  in 2001 to $1,740,318 in
2002.  Depreciation  is related to operating  lease  assets.  The amount of such
assets has decreased from  $127,836,398  at January 1, 2001 to  $113,525,911  at
March 31, 2002. As operating  leases  mature and the assets are sold,  operating
lease revenues and depreciation expense will continue to decrease.






                                       11
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving  the  Partnership  but  which  do not  represent  claims  against  the
Partnership or its assets.

Quaker Coal Company:

On December 31, 1997,  Quaker Coal Company,  one of the  Partnership's  lessees,
requested a moratorium  on lease  payments  from January  through March 1998. No
lease  payments were made by the lessee  through June of 1998,  and as a result,
the General  Partner  declared  the lease in default.  Subsequently,  the lessee
cured the outstanding payments and eventually satisfied  substantially all lease
payments due under the lease;  however, the General Partner refused to waive the
default and insisted on contractual  damages.  The General  Partner filed a suit
against the lessee for its  contractual  damages in the U.S.  District  Court of
Northern  California  (the  "Court").  On June 16,  2000,  the lessee  filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements included in Part II,
Item 8.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The  Partnership  succeeded in securing the return of its  equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

Upon the termination of the debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001.  The results of the vote were that  American  Electric  Power's
("AEP") Plan of Reorganization ("AEP Plan") was successful.  Under the AEP Plan,
the claim of the  Partnership  has been  assigned to a  liquidating  trustee for
resolution and satisfaction from the debtor's estate.

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating trustee in the amount of $1.2 million in partial satisfaction of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.

Elkay Mining Company:

On December  17,  1999,  Elkay  Mining  Company,  a  subsidiary  of The Pittston
Company, filed a suit for declaratory relief in response to a notice of event of
default sent by the  Partnership.  The dispute  surrounds  the  treatment by the
lessee of a defect in the leased  equipment,  and the lessee's failure to notify
that lessor of the defect in the equipment.  All lease payments under that lease
were made in a timely  manner,  and the equipment was returned and liquidated by
the  Partnership  for  $112,501.04,  which is  approximately  6% of the original
equipment cost. The Partnership  believes that it has suffered  damages and loss
as a  result  of  actions  of the  lessee,  in the  amount  of  $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated  damages due under the lease.  This matter has been litigated
and the parties are awaiting decision from the Court.



                                       12
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The General  Partner has filed for  arbitration  against  the  guarantor  in San
Francisco,  as mandated by the lease. The General Partner believes that it has a
reasonable  basis  for  prevailing  with  respect  to  this  matter,   and  will
aggressively assert its defense.

Applied Magnetics Corporation:

In  January  2000,  Applied  Magnetics  Corporation  filed for  protection  from
creditors  under Chapter 11 of the U. S.  Bankruptcy  Code. The  Partnership had
assets  with a total net book value of  $5,113,290  leased to Applied  Magnetics
Corporation  at the  bankruptcy  filing date.  On January 31, 2000,  the General
Partner was  appointed to the Official  Committee  of  Unsecured  Creditors  and
served as the Chairperson of the Committee.  Procedures were quickly  undertaken
for the  liquidation  of the  Partnership's  leased  equipment,  which  proceeds
resulted in the  satisfaction of a portion of the  non-recourse  debt secured by
the equipment. As of November 1, 2000, liquidation of the assets was completed.

The debtor filed a Plan of Reorganization (the "Plan"),  which was approved by a
vote of the creditors of the debtor in October 2001.  The Plan provided that the
debtor change its name to  "Integrated  Micro-Technology",  and enter into a new
line of business, the manufacture and production of "micro-machines". As part of
the Plan the Partnership,  along with the other unsecured  creditors,  receive a
proportionate  share of their unsecured  claims, in the form of ownership shares
and warrants in the newly formed business. The success of this new business plan
is highly uncertain.

On February 13, 2002, the reorganized  Debtor filed a notice of objection to the
Funds claim due to duplication  and an improper  liquidated  damages  provision,
which the Funds intend to dispute.

The Partnership  anticipates  additional amounts may be recoverable  through its
equity interests in the reorganized  lessee's business,  however, any recoveries
above the amounts received upon liquidation of the  Partnership's  equipment are
highly uncertain and speculative.

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.



                                       13
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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, 2002 and December 31, 2001.

          Statement of changes in  partners'  capital for the three months ended
          March 31, 2002.

          Statements of  operations  for the three month periods ended March 31,
          2002 and 2001.

          Statements  of cash flows for the three month  periods ended March 31,
          2002 and 2001.

          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



                                       14
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                                   SIGNATURES


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

Date:
May 13, 2002

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



             By: ATEL Financial Corporation
                 General Partner of Registrant




                                   By: /s/ Dean L. Cash
                                   -----------------------------------
                                   Dean L. Cash
                                   President and Chief Executive Officer
                                   of General Partner




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




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

                                       15
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