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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



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

For the quarterly period ended June 30, 2008



| ̈ | 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 ofIncorporation or organization) |  | (I. R. S. EmployerIdentification No.)

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

(Address of principal executive offices)

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

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

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

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x     No    ̈

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

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

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

The number of Limited Partnership Units
outstanding as of July 31, 2008 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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ATEL CASH DISTRIBUTION FUND VI, L.P.

Index



|         |  |                                                                                                                            |  |   
|-------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.  |  | Financial Information                                                                                                      |  | 3 
|         |  |                                                                                                                           
|Item 1.  |  | Financial Statements (Unaudited)                                                                                           |  | 3 
|         |  |                                                                                                                           
|         |  | Balance Sheets, June 30, 2008 and December 31, 2007                                                                        |  | 3 
|         |  |                                                                                                                           
|         |  | Statements of Operations for the three and six months ended June 30, 2008 and 2007                                         |  | 4 
|         |  |                                                                                                                           
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2007 and for the six months ended June 30, 2008 |  | 5 
|         |  |                                                                                                                           
|         |  | Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007                                         |  | 6 
|         |  |                                                                                                                           
|         |  | Notes to the Financial Statements                                                                                          |  | 7 
|         |  |                                                                                                                           
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 13
|         |  |                                                                                                                           
|Item 4.  |  | Controls and Procedures                                                                                                    |  | 17
|         |  |                                                                                                                           
|Part II. |  | Other Information                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 1.  |  | Legal Proceedings                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 18
|         |  |                                                                                                                           
|Item 3.  |  | Defaults Upon Senior Securities                                                                                            |  | 18
|         |  |                                                                                                                           
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                        |  | 18
|         |  |                                                                                                                           
|Item 5.  |  | Other Information                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 6.  |  | Exhibits                                                                                                                   |  | 18



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Part I. FINANCIAL INFORMATION



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

ATEL
CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEETS

JUNE 30, 2008 AND DECEMBER 31, 2007

(In Thousands)



|                                                                                                                                  |  |              |       |                  |   |       
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | ---------------- | - | ------
|                                                                                                                                  |  | June 30,2008 |       | December 31,2007
|                                                                                                                                  |  | (Unaudited)  |       |                 
|ASSETS                                                                                                                            |  |              |       |                  |   |       
|Cash and cash equivalents                                                                                                         |  | $            | 1,925 |                  | $ | 2,445 
|Accounts receivable, net of allowance for doubtful accounts of $156 at June 30, 2008 and $157 at December 31, 2007                |  |              | 339   |                  |   | 708   
|Prepaid expenses                                                                                                                  |  |              |      |                  |   | 16    
|Investments in equipment and leases, net of accumulated depreciation of $21,383 at June 30, 2008 and $21,025 at December 31, 2007 |  |              | 7,537 |                  |   | 8,306 
|                                                                                                                                  |  |              |       |                  |   |       
|Total assets                                                                                                                      |  | $            | 9,801 |                  | $ | 11,475
|                                                                                                                                  |  |              |       |                  |   |       
|LIABILITIES AND PARTNERS CAPITAL                                                                                                 |  |              |       |                  |   |       
|Accounts payable and accrued liabilities:                                                                                         |  |              |       |                  |   |       
|General Partner                                                                                                                   |  | $            | 60    |                  | $ | 67    
|Lessees and other                                                                                                                 |  |              | 304   |                  |   | 346   
|Unearned operating lease income                                                                                                   |  |              | 7     |                  |   | 3     
|                                                                                                                                  |  |              |       |                  |   |       
|Total liabilities                                                                                                                 |  |              | 371   |                  |   | 416   
|                                                                                                                                  |  |              |       |                  |   |       
|Commitments and contingencies                                                                                                     |  |              |       |                  |   |       
|Partners capital:                                                                                                                |  |              |       |                  |   |       
|General Partner                                                                                                                   |  |              |      |                  |   |      
|Limited Partners                                                                                                                  |  |              | 9,430 |                  |   | 11,059
|                                                                                                                                  |  |              |       |                  |   |       
|Total Partners capital                                                                                                           |  |              | 9,430 |                  |   | 11,059
|                                                                                                                                  |  |              |       |                  |   |       
|Total liabilities and Partners capital                                                                                           |  | $            | 9,801 |                  | $ | 11,475
|                                                                                                                                  |  |              |       |                  |   |       

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands, Except for Units and Per Unit Data)

(Unaudited)



|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                           |  | Three months ended June 30, |            |   | Six months ended June 30, |  
|                                                           |  | 2008                        |            |   | 2007                      |   |            | 2008 |  |   | 2007       |  
|Revenues:                                                  |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Leasing activities:                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Operating leases                                           |  | $                           | 893        |   |                           | $ | 864        |      |  | $ | 1,776      |   |  | $ | 1,739      |  
|Direct financing leases                                    |  |                             | 10         |   |                           |   | 4          |      |  |   | 20         |   |  |   | 8          |  
|Gain on sales of assets                                    |  |                             | 39         |   |                           |   | 33         |      |  |   | 82         |   |  |   | 75         |  
|Interest income                                            |  |                             | 7          |   |                           |   | 15         |      |  |   | 17         |   |  |   | 29         |  
|Other revenue                                              |  |                             |           |   |                           |   | 4          |      |  |   | 1          |   |  |   | 15         |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Total revenues                                             |  |                             | 949        |   |                           |   | 920        |      |  |   | 1,896      |   |  |   | 1,866      |  
|Expenses:                                                  |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                     |  |                             | 338        |   |                           |   | 323        |      |  |   | 653        |   |  |   | 658        |  
|Cost reimbursements to General Partner                     |  |                             | 132        |   |                           |   | 47         |      |  |   | 275        |   |  |   | 94         |  
|Railcar maintenance                                        |  |                             | 158        |   |                           |   | 135        |      |  |   | 311        |   |  |   | 269        |  
|Equipment and incentive management fees to General Partner |  |                             | 39         |   |                           |   | 47         |      |  |   | 82         |   |  |   | 90         |  
|Interest expense                                           |  |                             |           |   |                           |   | 1          |      |  |   |           |   |  |   | 3          |  
|Taxes on income and franchise fees                         |  |                             | 1          |   |                           |   | 32         |      |  |   | 1          |   |  |   | 33         |  
|Other management fees                                      |  |                             | 32         |   |                           |   | 38         |      |  |   | 72         |   |  |   | 69         |  
|Professional fees                                          |  |                             | 32         |   |                           |   | 34         |      |  |   | 101        |   |  |   | 133        |  
|Outside services                                           |  |                             | 27         |   |                           |   | 50         |      |  |   | 49         |   |  |   | 112        |  
|Reversal of provision for doubtful accounts                |  |                             | (1         | ) |                           |   | (4         | )    |  |   | (1         | ) |  |   | (42        | )
|Other                                                      |  |                             | 74         |   |                           |   | 27         |      |  |   | 90         |   |  |   | 46         |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Total expenses                                             |  |                             | 832        |   |                           |   | 730        |      |  |   | 1,633      |   |  |   | 1,465      |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income                                                 |  | $                           | 117        |   |                           | $ | 190        |      |  | $ | 263        |   |  | $ | 401        |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income                                                 |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|General Partner                                            |  | $                           |           |   |                           | $ |           |      |  | $ | 19         |   |  | $ | 16         |  
|Limited Partners                                           |  |                             | 117        |   |                           |   | 190        |      |  |   | 244        |   |  |   | 385        |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  | $                           | 117        |   |                           | $ | 190        |      |  | $ | 263        |   |  | $ | 401        |  
|                                                           |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income per Limited Liability Partnership Unit          |  | $                           | 0.01       |   |                           | $ | 0.02       |      |  | $ | 0.02       |   |  | $ | 0.03       |  
|Weighted average number of Units outstanding               |  |                             | 12,478,676 |   |                           |   | 12,478,676 |      |  |   | 12,478,676 |   |  |   | 12,478,676 |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND FOR THE SIX MONTHS

ENDED JUNE 30, 2008

(In Thousands,
Except for Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  | Total |    
|                                                   |  | Units            |  | Amount |                |   | 
|Balance December 31, 2006                          |  | 12,478,676       |  | $      | 11,759         |   |  | $     |    |   |  | $ | 11,759 |  
|Distributions to Limited Partners ($0.13 per Unit) |  |                 |  |        | (1,560         | ) |  |       |    |   |  |   | (1,560 | )
|Distributions to General Partner                   |  |                 |  |        |               |   |  |       | (16 | ) |  |   | (16    | )
|Net income                                         |  |                 |  |        | 860            |   |  |       | 16  |   |  |   | 876    |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|Balance December 31, 2007                          |  | 12,478,676       |  |        | 11,059         |   |  |       |    |   |  |   | 11,059 |  
|Distributions to Limited Partners ($0.15 per Unit) |  |                 |  |        | (1,873         | ) |  |       |    |   |  |   | (1,873 | )
|Distributions to General Partner                   |  |                 |  |        |               |   |  |       | (19 | ) |  |   | (19    | )
|Net income                                         |  |                 |  |        | 244            |   |  |       | 19  |   |  |   | 263    |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|Balance June 30, 2008                              |  | 12,478,676       |  | $      | 9,430          |   |  | $     |    |   |  | $ | 9,430  |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands)

(Unaudited)



|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Three months ended June 30, |       |   | Six months ended June 30, |  
|                                                                             |  | 2008                        |       |   | 2007                      |   |       | 2008 |  |   | 2007   |  
|Operating activities:                                                        |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Net income                                                                   |  | $                           | 117   |   |                           | $ | 190   |      |  | $ | 263    |   |  | $ | 401    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Depreciation of operating lease assets                                       |  |                             | 338   |   |                           |   | 323   |      |  |   | 653    |   |  |   | 658    |  
|Amortization of unearned income on direct finance leases                     |  |                             | (10   | ) |                           |   | (4    | )    |  |   | (20    | ) |  |   | (8     | )
|Reversal of provision for doubtful accounts                                  |  |                             | (1    | ) |                           |   | (4    | )    |  |   | (1     | ) |  |   | (42    | )
|Gain on sales of assets                                                      |  |                             | (39   | ) |                           |   | (33   | )    |  |   | (82    | ) |  |   | (75    | )
|Changes in operating assets and liabilities:                                 |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                          |  |                             | 145   |   |                           |   | 106   |      |  |   | 370    |   |  |   | 105    |  
|Prepaid expenses                                                             |  |                             | 13    |   |                           |   | 16    |      |  |   | 16     |   |  |   | 33     |  
|Accounts payable and accruals due General Partner                            |  |                             | (64   | ) |                           |   | (71   | )    |  |   | (7     | ) |  |   | (51    | )
|Accounts payable and accruals due lessees and other                          |  |                             | (23   | ) |                           |   | (345  | )    |  |   | (42    | ) |  |   | (252   | )
|Accrued interest payable                                                     |  |                             |      |   |                           |   |      |      |  |   |       |   |  |   | (1     | )
|Unearned operating lease income                                              |  |                             | (7    | ) |                           |   | 16    |      |  |   | 4      |   |  |   | 17     |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|                                                                             |  |                             |       |  
|Net cash provided by operating activities                                    |  |                             | 469   |   |                           |   | 194   |      |  |   | 1,154  |   |  |   | 785    |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Investing activities:                                                        |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Proceeds from sales of lease assets                                          |  |                             | 82    |   |                           |   | 148   |      |  |   | 183    |   |  |   | 230    |  
|Payments received on direct finance leases                                   |  |                             | 18    |   |                           |   | 24    |      |  |   | 35     |   |  |   | 49     |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Net cash provided by investing activities                                    |  |                             | 100   |   |                           |   | 172   |      |  |   | 218    |   |  |   | 279    |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Financing activities:                                                        |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Repayments of non-recourse debt                                              |  |                             |      |   |                           |   | (24   | )    |  |   |       |   |  |   | (46    | )
|Distributions to Limited Partners                                            |  |                             |      |   |                           |   |      |      |  |   | (1,873 | ) |  |   | (1,560 | )
|Distributions to General Partner                                             |  |                             |      |   |                           |   |      |      |  |   | (19    | ) |  |   | (16    | )
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                        |  |                             |      |   |                           |   | (24   | )    |  |   | (1,892 | ) |  |   | (1,622 | )
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                         |  |                             | 569   |   |                           |   | 342   |      |  |   | (520   | ) |  |   | (558   | )
|Cash and cash equivalents at beginning of period                             |  |                             | 1,356 |   |                           |   | 1,051 |      |  |   | 2,445  |   |  |   | 1,951  |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                           | 1,925 |   |                           | $ | 1,393 |      |  | $ | 1,925  |   |  | $ | 1,393  |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the year for taxes                                          |  | $                           | 16    |   |                           | $ | 32    |      |  | $ | 16     |   |  | $ | 33     |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the year for interest                                       |  | $                           |      |   |                           | $ | 1     |      |  | $ |       |   |  | $ | 4      |  
|                                                                             |  |                             |       |   |                           |   |       |      |  |   |        |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|1. | Organization and partnership matters:
|-- | -------------------------------------

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

The Partnership conducted a public offering of 12,500,000 Limited Partnership
units, at a price of $10 per Unit. Upon the sale of the minimum amount of Units of Limited Partnership interest Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its
primary business (acquiring equipment to engage in equipment leasing and sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the Initial Limited
Partners Units, and the offering terminated. As of June 30 2008, 12,478,676 Units were issued and outstanding.

The Partnerships business
consists of leasing various types of equipment. Pursuant to the Limited Partnership Agreement (Partnership Agreement), AFS receives compensation and reimbursements for services rendered on behalf of the Partnership. AFS is required to
maintain in the Partnership reasonable cash reserves for working capital, the repurchase of Units and contingencies.

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

As of June 30, 2008, the Partnership remains in the liquidation phase of its life cycle, as defined in the Partnership Agreement, and is generally
making distributions on an annual basis or at the discretion of the General Partner.



|2. | Summary of significant accounting policies:
|-- | -------------------------------------------

Basis of
presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General
Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three and six months ended
June 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

These unaudited interim financial statements
should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

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

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of significant accounting policies (continued):
|-- | -------------------------------------------------------

Use of
estimates:

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

Segment reporting:

The Partnership adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131
establishes annual and interim standards for operating segments of a Partnership. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and
its major customers. The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operates in one reportable operating segment in the United
States.

The Partnerships principal decision makers are the General Partners Chief Executive Officer and its Chief Operating Officer. The
Partnership believes that its equipment leasing business operates as one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review
information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the
Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

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

Per Unit data:

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

Recent accounting pronouncements:

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R,
Business Combinations (SFAS 141R). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.
This standard is effective for fiscal years beginning after December 15, 2008. The Partnership does not presently anticipate the adoption of SFAS 141R to significantly impact its financial position, results of operations or cash flows.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|2. | Summary of significant accounting policies (continued):
|-- | -------------------------------------------------------

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115 (SFAS 159). This Statement permits entities to
choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related
assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for
accounting for financial instruments. The Partnership adopted the provisions of SFAS 159 on January 1, 2008. The adoption of SFAS 159 did not have a significant effect on the Partnerships financial position, results of operations or cash
flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the
definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years
beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position (FSP) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and
nonfinancial liabilities until fiscal years beginning after November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of SFAS 157 except as it applied to its investment in equipment and leases, and other
nonfinancial assets and nonfinancial liabilities as noted in FSP No. 157-2. The partial adoption of SFAS 157 did not have a significant effect on the Partnerships financial position, results of operations or cash flows.



|3. | Investment in equipment and leases:
|-- | -----------------------------------

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



|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                     |   |  |   |      
|----------------------------------------- |  | ----------------------- | ----- | ----------------------------------------- | - | ---- | -------------------------------------------------------- |  | - | ------------------- | - |  | - | -----
|                                          |  | BalanceDecember 31,2007 |       | Reclassifications&Additions /Dispositions |   |      | Depreciation/AmortizationExpense orAmortization ofLeases |  |   | BalanceJune 30,2008
|Net investment in operating leases        |  | $                       | 8,146 |                                           | $ | (100 | )                                                        |  | $ | (652                | ) |  | $ | 7,394
|Net investment in direct financing leases |  |                         | 151   |                                           |   |     |                                                          |  |   | (15                 | ) |  |   | 136  
|Assets held for sale or lease, net        |  |                         | 9     |                                           |   | (1   | )                                                        |  |   | (1                  | ) |  |   | 7    
|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                     |   |  |   |      
|Total                                     |  | $                       | 8,306 |                                           | $ | (101 | )                                                        |  | $ | (668                | ) |  | $ | 7,537
|                                          |  |                         |       |                                           |   |      |                                                          |  |   |                     |   |  |   |      

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No
assets were identified as impaired during managements review for the three and six months ended June 30, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $338 thousand and
$323 thousand for the respective three months ended June 30, 2008 and 2007, and $653 thousand and $658 thousand for the respective six months ended June 30, 2008 and 2007.

All of the equipment on leases was acquired in the years from 1995 through 1997.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|3. | Investment in equipment and leases (continued):
|-- | -----------------------------------------------

Net investment
in operating leases:

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



|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2007 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceJune 30,2008 |  
|Transportation, rail          |  | $                       | 27,494  |   |           | $ |     |                                  |  | $ | (395                | ) |  | $ | 27,099  |  
|Material handling             |  |                         | 1,366   |   |           |   |     |                                  |  |   |                    |   |  |   | 1,366   |  
|Other                         |  |                         | 285     |   |           |   |     |                                  |  |   |                    |   |  |   | 285     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|                              |  |                         | 29,145  |   |           |   |     |                                  |  |   | (395                | ) |  |   | 28,750  |  
|Less accumulated depreciation |  |                         | (20,999 | ) |           |   | (652 | )                                |  |   | 295                 |   |  |   | (21,356 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|Total                         |  | $                       | 8,146   |   |           | $ | (652 | )                                |  | $ | (100                | ) |  | $ | 7,394   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  

Net investment in direct financing leases:

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



|                                                             |  |              |     |   |                  |   |    
|------------------------------------------------------------ |  | ------------ | --- | - | ---------------- | - | ---
|                                                             |  | June 30,2008 |     |   | December 31,2007
|Total minimum lease payments receivable                      |  | $            | 173 |   |                  | $ |   
|Estimated residual values of leased equipment (unguaranteed) |  |              | 21  |   |                  |   | 151
|                                                             |  |              |     |   |                  |   |    
|Investment in direct financing leases                        |  |              | 194 |   |                  |   | 151
|Less unearned income                                         |  |              | (58 | ) |                  |   |   
|                                                             |  |              |     |   |                  |   |    
|Net investment in direct financing leases                    |  | $            | 136 |   |                  | $ | 151
|                                                             |  |              |     |   |                  |   |    

At June 30, 2008, the aggregate amounts of future minimum lease payments under operating and direct financing
leases are as follows (in thousands):



|                                    |  |  |  |                 |       |                       |   |       |  |   |      
|----------------------------------- |  |  |  | --------------- | ----- | --------------------- | - | ----- |  | - | -----
|                                    |  |  |  | OperatingLeases |       | DirectFinancingLeases |   | Total
|Six months ending December 31, 2008 |  |  |  | $               | 1,085 |                       | $ | 35    |  | $ | 1,120
|Year ending December 31, 2009       |  |  |  |                 | 1,759 |                       |   | 69    |  |   | 1,828
|2010                                |  |  |  |                 | 1,451 |                       |   | 69    |  |   | 1,520
|2011                                |  |  |  |                 | 1,048 |                       |   |      |  |   | 1,048
|2012                                |  |  |  |                 | 245   |                       |   |      |  |   | 245  
|                                    |  |  |  |                 |       |                       |   |       |  |   |      
|                                    |  |  |  | $               | 5,588 |                       | $ | 173   |  | $ | 5,761
|                                    |  |  |  |                 |       |                       |   |       |  |   |      

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



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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|4. | Related party transactions:
|-- | ---------------------------

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

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and
lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment. Reimbursable costs incurred by AFS 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.

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

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

Incentive management fees are computed as 3.25% of distributions of cash from operations, as defined in the Partnership Agreement.
Equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three and six month periods ended June 30, 2008 and 2007, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited
Partnership Agreement, as follows (in thousands):



|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | -------------------------- | --- | ------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedJune 30, |     | Six Months EndedJune 30,
|                                                           |  | 2008                       |     | 2007                     |   | 2008 |  | 2007
|Cost reimbursements to General Partner                     |  | $                          | 132 |                          | $ | 47   |  | $    | 275 |  | $ | 94 
|Equipment and incentive management fees to General Partner |  |                            | 39  |                          |   | 47   |  |      | 82  |  |   | 90 
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|                                                           |  | $                          | 171 |                          | $ | 94   |  | $    | 357 |  | $ | 184
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    



|5. | Guarantees:
|-- | -----------

The Partnership enters into contracts that contain a
variety of indemnifications. The Partnerships maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

In the normal course of business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease
assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to
assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches,
for harm caused by such partys gross negligence and willful misconduct, including, in certain instances, certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|5. | Guarantees (continued):
|-- | -----------------------

leasing programs subject to similar
contractual commitments in similar transactions, and the losses and claims arising from these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable
business judgment of the General Partner, no liability will arise as a result of these provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from
those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to
commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential
liability under the Partnerships similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.



|6. | Partners Capital:
|-- | ------------------

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

As defined in the Limited Partnership Agreement, the Partnerships Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows
the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2008 and 2007.
The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end of each year.

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

Cash
from Operations

Cash from Operations is distributed 95.75% to the Limited Partners, 1% to AFS and 3.25% to an affiliate of AFS as
an Incentive Management Fee.

Cash from Sales and Refinancing

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

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

Distributions to the Limited
Partners were as follows (in thousands, except for Units and per Unit data):



|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | -------------------------- | ---------- | ------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedJune 30, |            | Six Months EndedJune 30,
|                                             |  | 2008                       |            | 2007                     |   | 2008       |  | 2007
|Distributions declared                       |  | $                          |           |                          | $ |           |  | $    | 1,873      |  | $ | 1,560     
|Weighted average number of Units outstanding |  |                            | 12,478,676 |                          |   | 12,478,676 |  |      | 12,478,676 |  |   | 12,478,676
|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                          |           |                          | $ |           |  | $    | 0.15       |  | $ | 0.13      
|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, (MD&A) and elsewhere in this Form 10-Q, which are not
historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic
conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital.
The Partnerships performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnerships performance is also subject to risks relating to the value of its equipment at the end of its leases,
which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements,
which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of
unanticipated events, other than as required by law.

Overview

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

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

Pursuant to the guidelines of the Limited Partnership Agreement, the Partnership began to liquidate its assets and distribute the
proceeds thereof after the end of the Reinvestment Period which ended in December 2002.

As of June 30, 2008, the Partnership remains in its
liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions
on an annual basis or at the discretion of the General Partner.

Capital Resources and Liquidity

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

The
primary source of liquidity for the Partnership has been cash flow from a diversified group of lessees for fixed term leases with fixed rental amounts. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the
equipment. Future liquidity will depend on the Partnerships success in remarketing or selling the equipment as it comes off rental.



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##### Table of Contents

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

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.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. At June 30, 2008, the Partnership
had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

Cash Flows

The three months ended June 30, 2008 versus the three months ended June 30, 2007

Operating Activities

The Partnerships primary source of cash
from operations has been rents from operating leases. Additionally, its cash flows are impacted by changes in certain operating assets and liabilities.

Cash provided by operating activities increased by $275 thousand, or 142%, for the second quarter of 2008 as compared to the second quarter of 2007. The net improvement in cash flow was primarily attributable to a $329 thousand decrease in
payments made against accounts payable and accrued liabilities offset, in part, by a $67 thousand decline in operating results as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense.

Payments made against accounts payable and accrued liabilities declined as the second quarter 2007 activity reflects the payment of prior period invoices from a third
party railcar manager. The period over period decline in operating results, as adjusted for non-cash items, was primarily a result of increased operating expenses.

Investing Activities

Cash provided by investing activities decreased by $72 thousand for the second quarter of 2008 as compared to the
second quarter of 2007. The net decline in cash flow was comprised of a $66 thousand decrease in proceeds from sales of lease assets and a $6 thousand decline in payments received on the Partnerships investment in direct financing leases.

The reduction in proceeds from sales of lease assets was mainly due to the period over period decrease in sales of terminating lease assets, as more
assets under leases scheduled for termination were re-leased rather than sold; and the reduced payments received on the Partnerships investment in direct financing leases was primarily due to run-off and dispositions of direct finance lease
assets.

Financing Activities

The Partnership had no
financing activity that impacted cash flow during the three months ended June 30, 2008. During the three months ended June 30, 2007, the Partnerships sole financing activity was the repayment of its non-recourse debt. Cash used to
pay such debt totaled $24 thousand.



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##### Table of Contents

The six months ended June 30, 2008 versus the six months ended June 30, 2007

Operating Activities

Cash provided by operating activities increased
by $369 thousand, or 47%, for the first six months of 2008 as compared to the same period in 2007. The net improvement in cash flow was primarily attributable to a $265 thousand increase in collections of accounts receivable combined with a $254
thousand decrease in payments made against accounts payable and accrued liabilities offset, in part, by a $121 thousand decline in operating results as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation
expense.

The increase in payments received on accounts receivable was mainly due to the receipt of a $150 thousand tax refund from the state of
Pennsylvania during the first quarter of 2008.

Payments made against accounts payable and accrued liabilities declined as the second quarter 2007 activity
reflects the payment of prior period invoices from a third party railcar manager. The second quarter decline in payments was partially offset by incremental activity noted in the first quarter of 2008 attributable to payment of 2007 year-end
accruals related to maintenance costs and management fees.

The period over period decline in operating results, as adjusted for non-cash items, was
primarily a result of increased operating expenses.

Investing Activities

Cash provided by investing activities decreased by $61 thousand for the first six months of 2008 as compared to the same period in 2007. The net decline in cash flow was comprised of a $47 thousand decrease in
proceeds from sales of lease assets and a $14 thousand decline in principal payments received on the Partnerships investment in direct financing leases.

Proceeds from sales of lease assets declined primarily due to reduced sales activity during the second quarter which more than offset the increase in year over year proceeds from sales noted in the first quarter of 2008. Period over period
sales activity declined as more assets under leases scheduled for termination were re-leased rather than sold. The reduced principal payments received on the Partnerships investment in direct financing leases was primarily due to run-off and
dispositions of direct finance lease assets.

Financing Activities

Net cash used in financing activities increased by $270 thousand, or 17%, for the first six months of 2008 as compared to the same period in 2007. The net increase in cash used was primarily due to a $313 thousand
period over period increase in distributions paid to Limited Partners. The distributions were based on available cash net of any short-term payables and reserves as determined by the General Partner.

Results of Operations

The three months ended
June 30, 2008 versus the three months ended June 30, 2007

The Partnership had net income of $117 thousand and $190 thousand for the
second quarters of 2008 and 2007, respectively. The results for the second quarter of 2008 reflect net increases in total revenues and operating expenses when compared to the second quarter of 2007.



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##### Table of Contents

Revenues

Total
revenues for the second quarter of 2008 increased by $29 thousand, or 3%, as compared to the second quarter of 2007. The increase was primarily a result of increases in revenues from operating leases and direct finance leases totaling $29 thousand
and $6 thousand, respectively, offset, in part, by a decline in interest income.

The period over period increase in revenue from operating leases was
largely attributable to stronger market demand which resulted in higher lease rates on renewing leases. Revenue from direct finance leases increased primarily as a result of a term extension for an existing direct finance lease.

Partially offsetting the aforementioned increases in revenue was a decline in interest income earned on the Partnerships cash deposits as a result of the lower
interest rate environment.

Expenses

Total expenses
for the second quarter of 2008 increased by $102 thousand, or 14%, as compared to the second quarter of 2007. The net increase in expenses was primarily due to an $85 thousand rise in costs reimbursed to the General Partner, a $47 thousand increase
in other expense and a $23 increase in railcar maintenance costs offset, in part, by decreases in income and franchise tax payments and accruals, and outside services expense of $31 thousand and $23 thousand, respectively.

The increase in costs reimbursed to AFS was primarily a result of a refinement of cost allocation methodologies by the General Partner, intended to ensure that Fund
management costs are allocated appropriately. This process is continuous and is evaluated, analyzed and modified as necessary. Other expense increased mainly due to a property tax assessment absorbed by the Partnership offset, in part, by a decline
in allocated insurance costs; and railcar maintenance expense increased mostly due to the timing of repairs required during the second quarter of 2008 versus the second quarter of 2007, the aging of the Funds lease asset portfolio, and the
impact of inflation on maintenance costs.

Partially offsetting the above increases were decreases in income taxes and franchise fees and outside services
expense. The decline in tax expense represents lower estimated state franchise and income taxes resulting from the drop in the Partnerships net earnings. Outside services expense decreased primarily due to the elimination of costs associated
with the audit and restatement of the Partnerships prior year financial statements, which were largely completed during the second quarter of 2007.

The six months ended June 30, 2008 versus the six months ended June 30, 2007

The Partnership had net income of $263
thousand and $401 thousand for the first six months of 2008 and 2007, respectively. The results for the first half of 2008 reflect net increases in total revenues and operating expenses when compared to the same period of 2007.

Revenues

Total revenues for the first six months of 2008 increased
by $30 thousand, or 2%, as compared to the same period of 2007. The increase was primarily a result of increases in revenues from operating leases and direct finance leases totaling $37 thousand and $12 thousand, respectively, offset, in part, by
decreases in other revenue and interest income totaling $14 thousand and $12 thousand, respectively.

The increase in revenue from operating leases was
largely attributable to stronger market demand during the first half 2008, when compared to the same period in 2007, which resulted in higher lease rates on renewing leases. Revenue from direct finance leases increased primarily as a result of a
term extension for an existing direct finance lease.

Partially offsetting the aforementioned increases in revenue were decreases in other revenue and
interest income. The drop in other revenue represents a period over period decrease in maintenance costs associated with returned equipment that were billed back to certain lessees. Lessee reimbursement of such maintenance costs are recorded as
other revenue. The decline in interest income earned on the Partnerships cash deposits was a result of the current lower interest rate environment when compared to prior year.



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##### Table of Contents

Expenses

Total
expenses for the first half of 2008 increased by $168 thousand, or 11%, as compared to the first half of 2007. The net increase in expenses was primarily due to increases in costs reimbursed to the General Partner, other expense, railcar maintenance
costs and provision for doubtful accounts totaling $181 thousand, $44 thousand, $42 thousand and $41 thousand, respectively. These increases were partially offset by a combined decrease in outside services expense and professional fees totaling $95
thousand and a drop in income and franchise tax payments and accruals totaling $32 thousand.

The increase in costs reimbursed to AFS was primarily a
result of a refinement of cost allocation methodologies by the General Partner, intended to ensure that Fund management costs are allocated appropriately. Other expense increased mainly due to a property tax assessment absorbed by the Partnership
partially offset by a decline in allocated insurance costs. Railcar maintenance expense increased mostly due to the timing of repairs required during the first half of 2008 versus the same period of 2007, the aging of the Funds lease asset
portfolio, and the impact of inflation on maintenance costs; and the period over period increase in the provision for doubtful accounts reflects an adjustment made to reduce the reserve during the first quarter of 2007.

Partially offsetting the aforementioned increases in expense was a decline in outside services and professional fees, primarily due to the elimination of costs
associated with the audit and restatement of the Partnerships prior year financial statements, which were largely completed during the second quarter of 2007. In addition, income and franchise tax expense declined due to lower estimated state
income and franchise taxes resulting from the drop in the Partnerships net earnings.



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

Evaluation of
disclosure controls and procedures

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

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

Changes in internal control

There were no changes in the General Partners internal control over financial reporting, as it is applicable to the Partnership, during the
quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the General Partners internal control over financial reporting, as it is applicable to the Partnership.



17



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##### Table of Contents

PART II. OTHER INFORMATION



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

In the ordinary course of conducting
business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships financial position or results of
operations. No material legal proceedings are currently pending against the Partnership or its assets.



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

None.



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

None.



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

None.



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

None.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a part of this report:



| | 1. | Financial Statement Schedules
| | -- | -----------------------------

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



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



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash               
|     | 
|31.2 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



18



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##### Table of Contents

SIGNATURES

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

Date: August 6, 2008

ATEL CASH DISTRIBUTION FUND VI,
L.P.

(Registrant)



By:

ATEL Financial Services LLC General Partner of
Registrant




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



19