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, 1999

            |_|      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
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
<PAGE>


                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)


                                     ASSETS

                                                 1999               1998
                                                 ----               ----
Cash and cash equivalents                          $ 214,283          $ 744,132

Accounts receivable                                4,606,599          9,786,041

Investments in leases                            123,073,700        129,566,007
                                           ------------------ ------------------
Total assets                                    $127,894,582       $140,096,180
                                           ================== ==================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $54,680,956        $65,164,309

Lines of credit                                    5,100,000          5,100,000

Accounts payable:
   General Partner                                   168,120            171,050
   Equipment purchases                               125,400            255,252
   Other                                           1,848,055            604,768

Accrued interest payable                             221,025          2,275,444

Unearned operating lease income                    1,077,196            202,920
                                           ------------------ ------------------
Total liabilities                                 63,220,752         73,773,743
Partners' capital:
     General Partner                                (504,176)          (409,182)
     Limited Partners                             65,178,006         66,731,619
                                           ------------------ ------------------
Total partners' capital                           64,673,830         66,322,437
                                           ------------------ ------------------
Total liabilities and partners' capital         $127,894,582       $140,096,180
                                           ================== ==================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                       1999               1998
                                                                ----               ----
   Leasing activities:
<S>                                                             <C>                <C>        
      Operating leases                                          $ 9,508,632        $ 9,022,658
      Direct financing leases                                        28,220             36,015
      Gain on sales of assets                                        70,965            677,397
Interest                                                              1,738             11,119
Other                                                                 6,058              5,591
                                                          ------------------ ------------------
                                                                  9,615,613          9,752,780
Expenses:
Depreciation and amortization                                     6,058,255          6,801,704
Interest expense                                                  1,226,348          1,729,830
Administrative cost reimbursements to General Partner                43,679            121,773
Equipment and incentive management fees to General Partner          385,195            370,638
Other                                                               215,027            198,369
Professional fees                                                    11,032             10,190
Provision for losses                                                      -             97,528
                                                          ------------------ ------------------
                                                                  7,939,536          9,330,032
                                                          ------------------ ------------------
Net income                                                      $ 1,676,077          $ 422,748
                                                          ================== ==================

Net income:
   General Partner                                                 $ 16,761            $ 4,227
   Limited Partners                                               1,659,316            418,521
                                                          ------------------ ------------------
                                                                $ 1,676,077          $ 422,748
                                                          ================== ==================

Net income per Limited Partnership Unit                              $ 0.13             $ 0.03
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, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Limited Partners              General
                                Units            Amount            Partner             Total

<S>                              <C>             <C>                 <C>               <C>        
Balance December 31, 1998        12,500,050      $66,731,619         $ (409,182)       $66,322,437
Distributions to partners                         (3,212,929)          (111,755)        (3,324,684)
Net income                                         1,659,316             16,761          1,676,077
                          ------------------ ---------------- ------------------ ------------------
Balance March 31, 1999           12,500,050      $65,178,006         $ (504,176)       $64,673,830
                          ================== ================ ================== ==================
</TABLE>


                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998


<TABLE>
<CAPTION>
Operating activities:                                       1999               1998
                                                            ----               ----
<S>                                                         <C>                <C>         
Net income                                                  $ 1,676,077          $ 422,748
Adjustments to reconcile net income to cash provided 
   by operating activities:
   Depreciation and amortization                              6,058,255          6,801,704
   Gain on sales of assets                                      (70,965)          (677,397)
   Provision for losses                                               -             97,528
   Changes in operating assets and liabilities:
      Accounts receivable                                       379,442          1,473,796
      Accounts payable, General Partner                          (2,930)           (91,442)
      Accounts payable, other                                 1,243,287            999,289
      Accrued interest payable                                   49,617            149,312
      Unearned lease income                                     874,276            957,507
                                                      ------------------ ------------------
Net cash provided by operations                              10,207,059         10,133,045
                                                      ------------------ ------------------

Investing activities:
Proceeds from sales of assets                                   456,789          1,883,554
Reduction of net investment in direct financing leases           48,228            149,537
Purchases of equipment on operating leases                     (129,852)                 -
                                                      ------------------ ------------------
Net cash provided by investing activities                       375,165          2,033,091
                                                      ------------------ ------------------

Financing activities:
Repayments of non-recourse debt                              (7,787,389)        (6,914,040)
Repayments of borrowings under line of credit                         -         (5,850,000)
Proceeds of non-recourse debt                                         -          4,199,995
Distributions to partners                                    (3,324,684)        (3,156,698)
                                                      ------------------ ------------------
Net cash used in financing activities                       (11,112,073)       (11,720,743)
                                                      ------------------ ------------------

Net (decrease) increase in cash and cash equivalents           (529,849)           445,393

Cash and cash equivalents at beginning of period                744,132            739,701
                                                      ------------------ ------------------
Cash and cash equivalents at end of period                    $ 214,283        $ 1,185,094
                                                      ================== ==================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $ 1,176,731        $ 1,580,518
                                                      ================== ==================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service per 
   lease and debt agreement:
Accrued interest payable                                   $ (2,104,036)      $ (3,864,443)
Non-recourse debt                                            (2,695,964)          (935,557)
                                                      ------------------ ------------------
Accounts receivable                                        $ (4,800,000)      $ (4,800,000)
                                                      ================== ==================
</TABLE>
                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (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 or         Reclassi-           Balance
                                           December 31,      Amortization      fications or         March 31,
                                               1998           of Leases        Dispositions           1999
                                               ----           ---------      - -------------          ----
<S>                                           <C>              <C>                  <C>              <C>         
Net investment in operating leases            $126,447,049     $ (5,860,859)        $ (338,389)      $120,247,801
Net investment in direct financing leases        1,222,716          (48,228)            (8,206)         1,166,282
Residual interests                                 379,551                -                  -            379,551
Assets held for sale or lease                       99,038                             (39,229)            59,809
Reserve for losses                                (785,086)               -                  -           (785,086)
Initial direct costs, net of
   accumulated amortization                      2,202,739         (197,396)                 -          2,005,343
                                         ------------------ ---------------- ------------------ ------------------
                                              $129,566,007     $ (6,106,483)        $ (385,824)      $123,073,700
                                         ================== ================ ================== ==================
</TABLE>



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                                                Balance
                               December 31,                                             March 31,
                                   1998           Additions        Dispositions           1999
                                   ----           ---------        ------------           ----
<S>                               <C>              <C>                  <C>              <C>         
Transportation                     $99,965,294                           $ (46,242)       $99,919,052
Construction                        32,178,737                                   -         32,178,737
Manufacturing                       30,086,474                                   -         30,086,474
Materials handling                  18,442,909                            (516,356)        17,926,553
Office automation                   10,485,156                          (1,206,953)         9,278,203
Miscellaneous                        3,453,751                                   -          3,453,751
Communications                         658,185                                   -            658,185
Medical                                343,409                                   -            343,409
Food processing                        317,520                                   -            317,520
                             ------------------ ---------------- ------------------ ------------------
                                   195,931,435                          (1,769,551)       194,161,884
Less accumulated depreciation      (69,484,386)     ($5,860,859)         1,431,162        (73,914,083)
                             ------------------ ---------------- ------------------ ------------------
                                  $126,447,049     $ (5,860,859)        $ (338,389)      $120,247,801
                             ================== ================ ================== ==================
</TABLE>

All of the property on leases was acquired in 1995, 1996 and 1997. There were no
significant dispositions of such property.

At March 31, 1999, the aggregate amounts of future minimum lease payments are as
follows:

                                               Direct
          Year ending       Operating        Financing
         December 31,        Leases            Leases             Total
                 1999         $19,972,440        $ 269,046        $20,241,486
                 2000          20,285,928          259,074         20,545,002
                 2001          10,777,239          158,238         10,935,477
                 2002           4,847,069          112,480          4,959,549
                 2003           3,050,287           98,760          3,149,047
           Thereafter          12,975,397          395,040         13,370,437
                        ------------------ ---------------- ------------------
                              $71,908,360       $1,292,638        $73,200,998
                        ================== ================ ==================


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (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
                1999         $ 8,152,477       $1,952,150        $10,104,627
                2000          15,889,562        3,714,499         19,604,061
                2001           8,834,242        2,531,010         11,365,252
                2002           5,755,960        1,831,550          7,587,510
                2003           5,488,995        1,241,942          6,730,937
          Thereafter          10,559,720        4,302,772         14,862,492
                       ------------------ ---------------- ------------------
                             $54,680,956      $15,573,923        $70,254,879
                       ================== ================ ==================


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.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (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>
                                                                                       1999               1998
                                                                                       ----               ----
<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).                         $ 385,195          $ 370,638

Administrative costs reimbursed to General Partner                                          43,679            121,773
                                                                                 ----------------- -------------------
                                                                                         $ 428,874          $ 492,411
                                                                                 ================== ==================
</TABLE>


6. Partner's capital:

As  of  March  31,  1999,   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%  (95%  prior  to July 1,  1995)  of  Distributions  of Cash  from
Operations to the Limited Partners,  1% of Distributions of Cash from Operations
to the General  Partner and 3.25% (4% prior to July 1, 1995) 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.







<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on January  31,  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.

At March 31, 1999, the Partnership  had $5,100,000 of 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,
1999.




<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 1999 and 1998, the  Partnership's  primary  activity
was engaging in equipment  leasing  activities.  In each year, 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  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on January 31, 2000.

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,  1999,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse  basis.  As of that date,  $54,691,399  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, 1999,  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.


<PAGE>

Cash Flows

During the first quarters of 1999 and 1998, the Partnership's  primary source of
cash 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.

There were no sources of cash from  financing  activities in 1999. In 1998,  the
only financing source of cash was proceeds of non-recourse  debt. Those proceeds
(in 1998)  were used to make  repayments  on the line of credit.  Repayments  of
non-recourse debt have increased  compared to 1998. In 1999, a larger portion of
debt payments were applied to principal reductions than in 1998.



Results of operations

Operations  resulted in a net income of  $1,665,634 in 1999 compared to $422,748
in 1998. The Partnership's primary source of revenues is from operating leases.

In 1998,  almost  all of the  gains  recognized  on the  sales  of lease  assets
resulted from the sale of rail tank cars.  The assets had been carried as direct
financing  lease  assets and had been  leased to IMC  Fertilizer.  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  $86,397,591  at December 31,
1997 to $59,791,399 at March 31, 1999.








<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, 1999 and December 31, 1998.

                       Statement of changes in  partners'  capital for the three
                         months ended March 31, 1999.

                       Income statements for the three month periods ended March
                         31, 1999 and 1998.

                       Statements  of cash  flows  for the three  month  periods
                         ended March 31, 1999 and 1998.

                       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


<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 14, 1999

                      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