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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB



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

For the quarterly period ended September 30, 2007



| ̈ | 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 Incorporation or organization) |  | (I. R. S. Employer Identification 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 an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x

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

State the issuers revenues for the most recent fiscal year:
$3,797,846

The number of Limited Partnership Units outstanding as of October 31, 2007 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                                                                                                                 |  |   
|         |  |                                                                                                                                      
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                      |  | 3 
|         |  |                                                                                                                                      
|         |  | Balance Sheet, September 30, 2007                                                                                                     |  | 3 
|         |  |                                                                                                                                      
|         |  | Statements of Operations for the three and nine month periods ended September 30, 2007 and 2006                                       |  | 4 
|         |  |                                                                                                                                      
|         |  | Statement of Changes in Partners Capital for the year ended December 31, 2006 and for the nine month period ended September 30, 2007 |  | 5 
|         |  |                                                                                                                                      
|         |  | Statements of Cash Flows for the three and nine month periods ended September 30, 2007 and 2006.                                      |  | 6 
|         |  |                                                                                                                                      
|         |  | Notes to the Financial Statements                                                                                                     |  | 7 
|         |  |                                                                                                                                      
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                 |  | 15
|         |  |                                                                                                                                      
|Item 3.  |  | Controls and Procedures                                                                                                               |  | 19
|         |  |                                                                                                                                      
|Part II. |  | Other Information                                                                                                                     |  | 20
|         |  |                                                                                                                                      
|Item 1.  |  | Legal Proceedings                                                                                                                     |  | 20
|         |  |                                                                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                           |  | 20
|         |  |                                                                                                                                      
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                       |  | 20
|         |  |                                                                                                                                      
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                   |  | 20
|         |  |                                                                                                                                      
|Item 5.  |  | Other Information                                                                                                                     |  | 20
|         |  |                                                                                                                                      
|Item 6.  |  | Exhibits                                                                                                                              |  | 20



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Part I. FINANCIAL INFORMATION

Item 1.   Financial Statements (unaudited).

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEET

SEPTEMBER 30, 2007

(In Thousands)

(Unaudited)



|                                                                                |  |   |       
|------------------------------------------------------------------------------- |  | - | ------
|ASSETS                                                                          |  |   |       
|Cash and cash equivalents                                                       |  | $ | 1,955 
|Accounts receivable, net of allowance for doubtful accounts of $157             |  |   | 308   
|Prepaid expenses                                                                |  |   | 169   
|Investments in equipment and leases, net of accumulated depreciation of $21,402 |  |   | 8,762 
|                                                                                |  |   |       
|Total assets                                                                    |  | $ | 11,194
|                                                                                |  |   |       
|LIABILITIES AND PARTNERS CAPITAL                                               |  |   |       
|Accounts payable and accrued liabilities:                                       |  |   |       
|General Partner                                                                 |  | $ | 38    
|Lessees and other                                                               |  |   | 304   
|Non-recourse debt                                                               |  |   | 28    
|Unearned operating lease income                                                 |  |   | 10    
|                                                                                |  |   |       
|Total liabilities                                                               |  |   | 380   
|                                                                                |  |   |       
|Commitments and contingencies                                                   |  |   |       
|Partners capital:                                                              |  |   |       
|General Partner                                                                 |  |   |      
|Limited Partners                                                                |  |   | 10,814
|                                                                                |  |   |       
|Total partners capital                                                         |  |   | 10,814
|                                                                                |  |   |       
|Total liabilities and partners capital                                         |  | $ | 11,194
|                                                                                |  |   |       

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2007 AND 2006

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|---------------------------------------------------------- |  | -------------------------------- | ---------- | ------------------------------- | - | ---------- |  | - | ---------- | - |  | - | ----------
|                                                           |  | Three months ended September 30, |            | Nine months ended September 30,
|                                                           |  | 2007                             |            | 2006                            |   | 2007       |  |   | 2006      
|Revenues:                                                  |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Leasing activities:                                        |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Operating leases                                           |  | $                                | 887        |                                 | $ | 853        |  | $ | 2,626      |   |  | $ | 2,489     
|Direct financing leases                                    |  |                                  | 3          |                                 |   | 5          |  |   | 11         |   |  |   | 16        
|Gain on sales of assets                                    |  |                                  | 27         |                                 |   | 96         |  |   | 102        |   |  |   | 94        
|Interest income                                            |  |                                  | 19         |                                 |   | 16         |  |   | 48         |   |  |   | 44        
|Other revenue                                              |  |                                  | 8          |                                 |   | 9          |  |   | 23         |   |  |   | 50        
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Total revenues                                             |  |                                  | 944        |                                 |   | 979        |  |   | 2,810      |   |  |   | 2,693     
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Expenses:                                                  |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Depreciation of operating lease assets                     |  |                                  | 306        |                                 |   | 266        |  |   | 964        |   |  |   | 802       
|Cost reimbursements to General Partner                     |  |                                  | 48         |                                 |   | 144        |  |   | 142        |   |  |   | 406       
|Railcar maintenance                                        |  |                                  | 214        |                                 |   | 139        |  |   | 483        |   |  |   | 349       
|Equipment and incentive management fees to General Partner |  |                                  | 48         |                                 |   | 38         |  |   | 138        |   |  |   | 134       
|Interest                                                   |  |                                  | 1          |                                 |   | 2          |  |   | 4          |   |  |   | 9         
|Taxes on income and franchise fees                         |  |                                  | 1          |                                 |   | 3          |  |   | 34         |   |  |   | 59        
|Other management fees                                      |  |                                  | 32         |                                 |   | 44         |  |   | 101        |   |  |   | 104       
|Professional fees                                          |  |                                  | 12         |                                 |   | 79         |  |   | 145        |   |  |   | 173       
|Outside services                                           |  |                                  | 48         |                                 |   | 84         |  |   | 160        |   |  |   | 124       
|Provision for (reversal of) doubtful accounts              |  |                                  | 1          |                                 |   |           |  |   | (41        | ) |  |   |          
|Other                                                      |  |                                  | 3          |                                 |   | 27         |  |   | 49         |   |  |   | 84        
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|                                                           |  |                                  | 714        |                                 |   | 826        |  |   | 2,179      |   |  |   | 2,244     
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Net income                                                 |  | $                                | 230        |                                 | $ | 153        |  | $ | 631        |   |  | $ | 449       
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Net income:                                                |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|General Partner                                            |  | $                                |           |                                 | $ | 13         |  | $ | 16         |   |  | $ | 26        
|Limited Partners                                           |  |                                  | 230        |                                 |   | 140        |  |   | 615        |   |  |   | 423       
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|                                                           |  | $                                | 230        |                                 | $ | 153        |  | $ | 631        |   |  | $ | 449       
|                                                           |  |                                  |            |                                 |   |            |  |   |            |   |  |   |           
|Net income per Limited Liability Partnership Unit          |  | $                                | 0.02       |                                 | $ | 0.01       |  | $ | 0.05       |   |  | $ | 0.03      
|Weighted average number of Units outstanding               |  |                                  | 12,478,676 |                                 |   | 12,485,863 |  |   | 12,478,676 |   |  |   | 12,488,656

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENT OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2006

AND FOR THE NINE MONTH PERIOD

ENDED SEPTEMBER 30, 2007

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                     |  |                  |   |  |         |        |   |         |   |     |       |  |   |        |  
|---------------------------------------------------- |  | ---------------- | - |  | ------- | ------ | - | ------- | - | --- | ----- |  | - | ------ | -
|                                                     |  | Limited Partners |   |  | General |        |   |         |  
|                                                     |  | Units            |   |  | Amount  |        |   | Partner |   |     | Total | 
|Balance December 31, 2005                            |  | 12,490,076       |   |  | $       | 13,580 |   |         | $ |    |       |  | $ | 13,580 |  
|Distributions to Limited Partners ($0.20 per Unit)   |  |                 |   |  |         | (2,498 | ) |         |   |    |       |  |   | (2,498 | )
|Distributions to General Partner                     |  |                 |   |  |         |       |   |         |   | (26 | )     |  |   | (26    | )
|Rescissions and repurchases of capital contributions |  | (11,400          | ) |  |         | (12    | ) |         |   |    |       |  |   | (12    | )
|Net income                                           |  |                 |   |  |         | 689    |   |         |   | 26  |       |  |   | 715    |  
|                                                     |  |                  |   |  |         |        |   |         |   |     |       |  |   |        |  
|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                                           |  |                 |   |  |         | 615    |   |         |   | 16  |       |  |   | 631    |  
|                                                     |  |                  |   |  |         |        |   |         |   |     |       |  |   |        |  
|Balance September 30, 2007                           |  | 12,478,676       |   |  | $       | 10,814 |   |         | $ |    |       |  | $ | 10,814 |  
|                                                     |  |                  |   |  |         |        |   |         |   |     |       |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2007 AND 2006

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |  
|                                                                             |  | 2007                            |       |   | 2006                           |   |        | 2007 |  |   | 2006   |  
|Operating activities:                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                   |  | $                               | 230   |   |                                | $ | 153    |      |  | $ | 631    |   |  | $ | 449    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Depreciation of operating lease assets                                       |  |                                 | 306   |   |                                |   | 266    |      |  |   | 964    |   |  |   | 802    |  
|Provision for (reversal of) doubtful accounts                                |  |                                 | 1     |   |                                |   |       |      |  |   | (41    | ) |  |   |       |  
|Gain on sales of assets                                                      |  |                                 | (27   | ) |                                |   | (96    | )    |  |   | (102   | ) |  |   | (94    | )
|Changes in operating assets and liabilities:                                 |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                          |  |                                 | 48    |   |                                |   | (30    | )    |  |   | 153    |   |  |   | 40     |  
|Prepaid expenses and other assets                                            |  |                                 | (5    | ) |                                |   | (48    | )    |  |   | 28     |   |  |   | (10    | )
|Accounts payable and accruals due General Partner                            |  |                                 | (34   | ) |                                |   | 54     |      |  |   | (85    | ) |  |   | 51     |  
|Accounts payable and accruals due lessees and other                          |  |                                 | (37   | ) |                                |   | 211    |      |  |   | (289   | ) |  |   | 290    |  
|Accrued interest payable                                                     |  |                                 |      |   |                                |   |       |      |  |   | (1     | ) |  |   |       |  
|Unearned operating lease income                                              |  |                                 | (9    | ) |                                |   | (3     | )    |  |   | 8      |   |  |   | (22    | )
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                    |  |                                 | 473   |   |                                |   | 507    |      |  |   | 1,266  |   |  |   | 1,506  |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Investing activities:                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Proceeds from sales of lease assets                                          |  |                                 | 88    |   |                                |   | 233    |      |  |   | 318    |   |  |   | 408    |  
|Reduction of net investment in direct financing leases                       |  |                                 | 21    |   |                                |   | 20     |      |  |   | 62     |   |  |   | 58     |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net cash provided by investing activities                                    |  |                                 | 109   |   |                                |   | 253    |      |  |   | 380    |   |  |   | 466    |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Financing activities:                                                        |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Repayments of non-recourse debt                                              |  |                                 | (20   | ) |                                |   | (21    | )    |  |   | (66    | ) |  |   | (64    | )
|Rescissions and repurchases of capital contributions                         |  |                                 |      |   |                                |   | (12    | )    |  |   |       |   |  |   | (12    | )
|Distributions to Limited Partners                                            |  |                                 |      |   |                                |   | (1,249 | )    |  |   | (1,560 | ) |  |   | (2,498 | )
|Distributions to General Partner                                             |  |                                 |      |   |                                |   | (13    | )    |  |   | (16    | ) |  |   | (26    | )
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                        |  |                                 | (20   | ) |                                |   | (1,295 | )    |  |   | (1,642 | ) |  |   | (2,600 | )
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                         |  |                                 | 562   |   |                                |   | (535   | )    |  |   | 4      |   |  |   | (628   | )
|Cash and cash equivalents at beginning of period                             |  |                                 | 1,393 |   |                                |   | 2,006  |      |  |   | 1,951  |   |  |   | 2,099  |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                               | 1,955 |   |                                | $ | 1,471  |      |  | $ | 1,955  |   |  | $ | 1,471  |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Cash paid during the period for taxes                                        |  | $                               | 1     |   |                                | $ | 3      |      |  | $ | 34     |   |  | $ | 59     |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Cash paid during the period for interest                                     |  | $                               | 1     |   |                                | $ | 2      |      |  | $ | 4      |   |  | $ | 9      |  
|                                                                             |  |                                 |       |   |                                |   |        |      |  |   |        |   |  |   |        |  

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 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.

Upon the sale of the minimum amount of Units of Limited Partnership interest (Units) (120,000 Units) ($1.2 million) and the receipt of the proceeds
thereof on January 3, 1995, the Partnership commenced operations. As of September 30, 2007, 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, 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
are to invest in a diversified portfolio of equipment that will (i) preserve, protect and return the Partnerships invested capital; (ii) generate 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, 2004 and (iii) provide additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement.

The Partnership is in its liquidation phase as defined in the Limited Partnership Agreement.



|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-QSB and Item 310(b) of Regulation S-B. 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 nine months ended
September 30, 2007 are not necessarily indicative of the results for the year ending December 31, 2007.

Certain prior year amounts have been
reclassified to conform to the current year presentation. Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

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.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

Cash
and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of ninety days or less.

Accounts receivable:

Accounts receivable represent
the amounts billed under lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are established based on historical charge-off and collection experience and the collectability of specifically identified lessees
and invoiced amounts. Accounts receivable are charged off to the allowance on specific identification by AFS. Amounts recovered that were previously written-off are recorded as other income in the period received.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values at the end of the leases. Maintenance costs
associated with the Funds portfolio of leased assets are expensed as incurred.

Operating lease revenue is recognized on a straight-line basis over
the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally from 36 to 120 months. The difference
between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Direct financing leases and
related revenue recognition:

Income from direct financing lease transactions is reported using the financing method of accounting, in which the
Partnerships investment in the leased property is reported as a receivable from the lessee recovered through future rentals. The income portion of each rental payment is calculated so as to generate a constant rate of return on the net
receivable outstanding.

Allowances for losses on direct financing leases are typically established based on historical charge-off and collection
experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged-off to the allowance as they are deemed uncollectible.

Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally,
management periodically reviews the credit worthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon managements judgment, direct finance lessees with balances less than 90 days delinquent may be placed
in a non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable.

Unearned operating lease income:

The Partnership records prepayments
on operating leases as a liability, unearned operating lease income. The liability is recorded when the prepayments are received and recognized as operating lease revenue ratably over the period to which the prepayments relate.

Asset valuation:

Recorded values of the Partnerships asset
portfolio are periodically reviewed for impairment in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

An
impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value.

The
estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the assets expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that
the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in
quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows) of the assets and its carrying value on
the measurement date.

Credit risk:

Financial
instruments that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents, direct finance lease receivables and accounts receivable. The Partnership places its cash deposits and temporary cash
investments with creditworthy, high quality financial institutions and therefore, believes that such a concentration of these deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable
represent amounts due from lessees in various industries related to equipment on operating and direct financing leases.

Segment reporting:

The Partnership adopted the provisions of 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 chief operating decision makers are the General Partners Chief Operating Officer and its Chief Executive
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.

Income taxes:

Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Partnership has provided current income and franchise taxes for only
those states which levy taxes on partnerships.

Per unit data:

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

Recent
accounting pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No.159, The Fair Value Option for
Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. 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. SFAS 159 is effective as of the beginning of an entitys
first fiscal year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement
No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards 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. SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007 and interim periods within those fiscal years. As of September 30, 2007, the Fund does not believe the adoption of SFAS 157 will impact the amounts reported in the financial statements, however,
additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income
Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet
before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on the Partnerships financial position and results of operations for the
nine months ended September 30, 2007.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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



|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                          |   |  |   |      
|----------------------------------------- |  | ----------------------- | ------ | ------------------------------------------ | - | ---- | -------------------------------------------------------- |  | - | ------------------------ | - |  | - | -----
|                                          |  | BalanceDecember 31,2006 |        | Reclassifications& Additions /Dispositions |   |      | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceSeptember 30,2007
|Net investment in operating leases        |  | $                       | 9,680  |                                            | $ | (194 | )                                                        |  | $ | (961                     | ) |  | $ | 8,525
|Net investment in direct financing leases |  |                         | 236    |                                            |   | (1   | )                                                        |  |   | (62                      | ) |  |   | 173  
|Assets held for sale or lease, net        |  |                         | 88     |                                            |   | (21  | )                                                        |  |   | (3                       | ) |  |   | 64   
|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                          |   |  |   |      
|Total                                     |  | $                       | 10,004 |                                            | $ | (216 | )                                                        |  | $ | (1,026                   | ) |  | $ | 8,762
|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                          |   |  |   |      

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 nine month periods ended September 30, 2007 and 2006.

All of the
equipment on leases was acquired in the years from 1994 through 1997.

Net investment in operating leases:

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



|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------------ | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2006 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2007 |  
|Transportation, rail          |  | $                       | 28,634  |   |           | $ |     |                                  |  | $ | (889                     | ) |  | $ | 27,745  |  
|Material handling             |  |                         | 1,463   |   |           |   |     |                                  |  |   | (97                      | ) |  |   | 1,366   |  
|Other                         |  |                         | 356     |   |           |   |     |                                  |  |   | (71                      | ) |  |   | 285     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|                              |  |                         | 30,453  |   |           |   |     |                                  |  |   | (1,057                   | ) |  |   | 29,396  |  
|Less accumulated depreciation |  |                         | (20,773 | ) |           |   | (961 | )                                |  |   | 863                      |   |  |   | (20,871 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  
|Total                         |  | $                       | 9,680   |   |           | $ | (961 | )                                |  | $ | (194                     | ) |  | $ | 8,525   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                          |   |  |   |         |  

Net investment in direct financing leases:

Investment in direct financing leases consists of various transportation, manufacturing and medical equipment. The following lists the components of the Partnerships investment in direct financing leases as of
September 30, 2007 (in thousands):



|                                                             |  |   |     |  
|------------------------------------------------------------ |  | - | --- | -
|Total minimum lease payments receivable                      |  | $ | 25  |  
|Estimated residual values of leased equipment (unguaranteed) |  |   | 151 |  
|                                                             |  |   |     |  
|Investment in direct financing leases                        |  |   | 176 |  
|Less unearned income                                         |  |   | (3  | )
|                                                             |  |   |     |  
|Net investment in direct financing leases                    |  | $ | 173 |  
|                                                             |  |   |     |  



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

At
September 30, 2007, the aggregate amounts of future minimum lease payments under operating and direct financing leases are as follows (in thousands):



|                                      |  |  |  |                 |       |                       |   |       |  |   |      
|------------------------------------- |  |  |  | --------------- | ----- | --------------------- | - | ----- |  | - | -----
|                                      |  |  |  | OperatingLeases |       | DirectFinancingLeases |   | Total
|Three months ending December 31, 2007 |  |  |  | $               | 502   |                       | $ | 25    |  | $ | 527  
|Year ending December 31, 2008         |  |  |  |                 | 1,748 |                       |   |      |  |   | 1,748
|2009                                  |  |  |  |                 | 1,191 |                       |   |      |  |   | 1,191
|2010                                  |  |  |  |                 | 1,069 |                       |   |      |  |   | 1,069
|2011                                  |  |  |  |                 | 720   |                       |   |      |  |   | 720  
|                                      |  |  |  |                 |       |                       |   |       |  |   |      
|                                      |  |  |  | $               | 5,230 |                       | $ | 25    |  | $ | 5,255
|                                      |  |  |  |                 |       |                       |   |       |  |   |      

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    |  | Useful Life
|Transportation, rail  |  | 30 -35     
|Material handling     |  | 7 - 10     
|Transportation, other |  | 7 - 10     



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

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

The Limited 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 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. The Partnership is contingently liable for certain future costs to be incurred by
AFS to manage the administrative services provided to the Partnership.

Each of ATEL Leasing Corporation (ALC), ATEL Equipment Corporation
(AEC), ATEL Investor Services (AIS) and AFS 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 existing or new leases, number of investors or equity depending upon the type of cost incurred.

Incentive
management fees are computed as 3.25% of distributions of cash from operations, as defined in the Limited Partnership Agreement and equipment management fees are 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.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|4. | Related party transactions (continued):
|-- | ---------------------------------------

During the three and nine
month periods ended September 30, 2007 and 2006, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement as follows (in thousands):



|                                                           |  |                                 |    |                                |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | ------------------------------- | -- | ------------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedSeptember 30, |    | Nine Months EndedSeptember 30,
|                                                           |  | 2007                            |    | 2006                           |   | 2007 |  | 2006
|Cost reimbursements to General Partner                     |  | $                               | 48 |                                | $ | 144  |  | $    | 142 |  | $ | 406
|Equipment and incentive management fees to General Partner |  |                                 | 48 |                                |   | 38   |  |      | 138 |  |   | 134
|                                                           |  |                                 |    |                                |   |      |  |      |     |  |   |    
|                                                           |  | $                               | 96 |                                | $ | 182  |  | $    | 280 |  | $ | 540
|                                                           |  |                                 |    |                                |   |      |  |      |     |  |   |    



|5. | Non-recourse debt:
|-- | ------------------

At September 30, 2007, non-recourse debt
consists of a note payable to a financial institution. The note is due in monthly payments. Interest on the note is at a fixed rate of 8.37%. The note is secured by an assignment of lease payments and pledges of assets. At September 30, 2007,
the carrying value of the pledged assets was $221 thousand. The note matures in 2007.

Future minimum payments of non-recourse debt are as follows (in
thousands):



|                                      |  |           |    |          |   |       |  |   |   
|------------------------------------- |  | --------- | -- | -------- | - | ----- |  | - | --
|                                      |  | Principal |    | Interest |   | Total
|Three months ending December 31, 2007 |  | $         | 28 |          | $ |      |  | $ | 28
|                                      |  |           |    |          |   |       |  |   |   
|                                      |  | $         | 28 |          | $ |      |  | $ | 28
|                                      |  |           |    |          |   |       |  |   |   



|6. | Commitments:
|-- | ------------

At September 30, 2007, the Partnership had no
commitments to purchase lease assets.



|7. | 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 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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



|7. | Guarantees (continued):
|-- | -----------------------

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.



|8. | Partners Capital:
|-- | ------------------

As of September 30, 2007, 12,478,676
Units were issued and outstanding. The Partnership was authorized to issue up to 12,500,000 Units, including 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 2007 and 2006.
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 units and per unit data):



|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2007                            |            | 2006                           |   | 2007       |  | 2006
|Distributions declared                       |  | $                               |           |                                | $ | 1,249      |  | $    | 1,560      |  | $ | 2,498     
|Weighted average number of Units outstanding |  |                                 | 12,478,676 |                                |   | 12,485,863 |  |      | 12,478,676 |  |   | 12,488,656
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                               |           |                                | $ | 0.10       |  | $    | 0.13       |  | $ | 0.20      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           



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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 and elsewhere in this Form 10-QSB, 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-QSB. 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-QSB or to reflect the occurrence
of unanticipated events, other than as required by law.

Business 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 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 utilized its credit facilities and
reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners 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 September 30, 2007, the Partnership remained in its liquidation phase and as expected, assets that mature are returned to inventory and most are subsequently
sold, resulting in decreasing revenue as earning assets decrease. The Partnership is making distributions on an annual basis.

Capital Resources and
Liquidity

In 2007 and 2006, the Partnerships primary source of cash was operating lease rents and proceeds from sale of lease assets.

The Partnership is in its liquidation phase, therefore, the primary source of cash flows for the Partnership going forward is expected to be from rents
from operating leases and proceeds from sales of equipment. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases and proceeds from asset sales exceed expenses and decreasing as distributions are
made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds from sales of assets.

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 and/or subsequent lease terms expire, the Partnership will re-lease or sell the equipment. The future
liquidity beyond the contractual minimum rentals will depend on AFSs success in re-leasing or selling the equipment as it comes off lease.

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.

As of September 30, 2007, the Partnership had cumulatively
borrowed $65 million on a non-recourse basis with a remaining unpaid balance of $28 thousand. Non-recourse debt payments match the rental income received from the underlying leases and therefore do not impact cash flows for the Partnership.
Borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender upon a default by the lessee on the underlying lease will be to the equipment or corresponding lease acquired with the loan proceeds. The General
Partner does not anticipate any future non-recourse borrowings on behalf of the Partnership.



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##### Table of Contents

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.

At September 30, 2007 the Partnership had no commitments or expectation to purchase leased assets.

Cash Flows

The three months ended September 30, 2007 versus the three months ended September 30,
2006

Operating Activities

During the three months
ended September 30, 2007 and 2006, the Partnerships primary source of cash from operations has been rents from operating leases. The Partnerships cash flows were also impacted by changes in certain operating assets and liabilities.
Net cash provided by operating activities totaled $473 thousand and $507 thousand for the three months ended September 30, 2007 and 2006, respectively. The slight decrease in cash balances was primarily a result of increased payments made
against accounts payable and accrued liabilities offset, in part, by the quarter over quarter change in operating results, adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense, and increased payments
received on accounts receivable.

The increase in payments made against accounts payable and accrued liabilities reduced cash flow by $336 thousand and was
primarily caused by the timing of inestimable third party maintenance-related invoices during the comparative periods.

Partly offsetting the above
decrease in cash flow was a $187 thousand increase resulting from the quarter over quarter change in operating results, adjusted for non-cash items, and a $78 thousand increase in payments received on accounts receivable. Operating results, adjusted
for non-cash items, increased due to an increase in operating lease revenue combined with decreases in costs reimbursed to the General Partner, professional fees and outside services.

Investing Activities

The Partnership has been in the liquidation phase of its lifecycle and has been selling
equipment as leases terminate. Accordingly, the main source of cash from investing activities has been proceeds from the sales of lease assets. Proceeds from such sales are not expected to be consistent from one period to another as the sales of
lease assets are subject to various factors such as the timing of lease terminations, market demand and the condition and uniqueness of the assets subject to sale. Net cash provided by investing activities was $109 thousand and $253 thousand for the
three months ended September 30, 2007 and 2006, respectively. The decrease was due to a decline in proceeds from sales of lease assets resulting from a quarter over quarter decline in lease terminations.

Financing Activities

During the three months ended
September 30, 2007, the Partnerships sole financing activity was the repayment of its non-recourse debt. During the three months ended September 30, 2006, the Partnership also paid distributions to the General Partner and Limited
Partners in addition to repaying debt. Net cash used in financing activities totaled $20 thousand and $1.3 million for the three months ended September 30, 2007 and 2006, respectively. The variance represents distributions paid in 2006.



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The nine months ended September 30, 2007 versus the nine months ended September 30, 2006

Operating Activities

During the nine months ended September 30,
2007 and 2006, the Partnerships primary source of cash from operations has been rents from operating leases. The Partnerships cash flows were also impacted by changes in certain operating assets and liabilities. Net cash provided by
operating activities totaled $1.3 million and $1.5 million for the nine months ended September 30, 2007 and 2006, respectively. The period over period net decrease in cash balances was primarily a result of increased payments made against
accounts payable and accrued liabilities offset, in part, by (1) the period over period change in operating results, adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense, and (2) increased
payments received on accounts receivable.

The increase in payments made against accounts payable and accrued liabilities reduced cash flow by $715
thousand and was primarily caused by the timing of inestimable third party maintenance-related invoices during the comparative periods. The period over period improvement in operating results, adjusted for non-cash items, increased cash flow by $295
thousand and was primarily due to an increase in operating lease revenue combined with a decrease in costs reimbursed to the General Partner. Similarly, the increased payments received on accounts receivable increased cash flow by $113 thousand
during the comparative periods.

Investing Activities

During the nine months ended September 30, 2007 and 2006, the main source of cash from investing activities has been proceeds from the sales of lease assets. Net cash provided by investing activities was $380 thousand and $466 thousand
for the nine months ended September 30, 2007 and 2006, respectively. The decrease in cash flow was primarily due to a $90 thousand period over period decline in proceeds from sales of lease assets.

Financing Activities

During the nine months ended September 30,
2007 and 2006, the Partnerships financing activities consisted of repaying debt and paying distributions to the General Partner and Limited Partners. Net cash used in financing activities totaled $1.6 million and $2.6 million for the nine
months ended September 30, 2007 and 2006, respectively. The decrease in cash used was mainly due to the $938 thousand decline in distributions paid to Limited Partners during the first nine months of 2007 when compared to the same period in
2006. The distributions were based on available cash net of any short-term payables and reserves as determined by the General Partner.

Results of
Operations

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 existing or new leases, number of investors or equity depending upon the type of cost incurred.

The three months ended September 30, 2007 versus the three months ended September 30, 2006

The Partnership
had net income of $230 thousand and $153 thousand for the three months ended September 30, 2007 and 2006, respectively. The results for the third quarter of 2007 reflect decreases in both total revenues and operating expenses when compared to
the third quarter of 2006.

Revenues

Total revenues
were $944 thousand and $979 thousand for the three months ended September 30, 2007 and 2006, respectively. The decline in total revenues was primarily a result of decreased gain on sales of lease assets offset, in part, by increased operating
lease revenue.

Gains on sales of assets decreased by $69 thousand during the three months ended September 30, 2007 when compared to the same period
in 2006. The decrease was primarily due to the decline in terminating lease assets, combined with lower market values associated with assets sold during 2007 when compared to assets sold during the same period in 2006.

Partly offsetting the decrease in gain on sales of lease assets was a $34 thousand increase in operating lease revenue, which increased primarily as a result of higher
lease rates on lease renewals.



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Expenses

Total
expenses were $714 thousand and $826 thousand for the three months ended September 30, 2007 and 2006, respectively. The net decrease in expenses was primarily a result of decreases in cost reimbursements to the General Partner, professional
fees and outside services expense offset by an increase in maintenance costs.

Costs reimbursed to the General Partner declined by $96 thousand due to
decreased administrative expenses resulting from the continued decline in assets under management. Professional fees and outside services expense decreased by $67 thousand and $36 thousand, respectively, largely due to the decline in costs
associated with the audit and restatement of the Partnerships prior year financial statements which was largely completed during the second quarter of 2007. The aforementioned decreases in expense were partially offset by a $75 thousand
increase in maintenance costs due primarily to the timing of required repairs on the Partnerships portfolio of railcars.

All other expenses,
including depreciation expense, incentive and other management fees, maintenance costs and other expense, during the third quarter of 2007 were flat compared to the same period in 2006 and netted to a $12 thousand increase in expenses.

The nine months ended September 30, 2007 versus the nine months ended September 30, 2006

The Partnership had net income of $631 thousand and $449 for the nine months ended September 30, 2007 and 2006, respectively.

Revenues

Total revenues were $2.8 million and $2.7 million for the
nine months ended September 30, 2007 and 2006, respectively. The growth in total revenues was primarily a result of a $137 thousand increase in operating lease revenue during the first nine months of 2007 when compared to the same period in
2006 primarily due to higher rents resulting from increased railcar activity on lease renewals.

Expenses

Total expenses decreased by $65 thousand during the nine months ended September 30, 2007 when compared to the same period in 2006. The decrease in expenses was
primarily due to declines in cost reimbursements to the General Partner and provision for doubtful accounts offset, in part, by increases in depreciation expense and maintenance costs.

Costs reimbursed to the General Partner and the provision for doubtful accounts decreased by $264 thousand and $41 thousand, respectively. The decrease in costs reimbursed to the General Partner was due to lower
administrative expenses resulting from the continued decline in assets under management, while the decrease to the provision for doubtful accounts reflects an adjustment made to reduce the reserve as payments were received on delinquent invoices
that had been previously reserved for.

The aforementioned decreases in expense were partially offset by increases of $162 thousand and $134 thousand in
depreciation expense and maintenance costs, respectively. Depreciation expense increased as a result of adjustments made to the recorded estimated residual values and the depreciable amount of railcars under extended term lease renewals, while
railcar maintenance expense increased due to the timing of required repairs.

The period over period change in all other expenses, including income tax and
franchise fees, professional fees, management fees, outside services and other expense, for the nine months ended September 30, 2007 and 2006 netted to a $56 thousand decrease in expenses.



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Item 3.   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 and Operating Officer,
evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) during and 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 and 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 dependent on the General Partner, who is
responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles. The General Partners disclosure controls and procedures were determined to be effective and 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

The General Partner believes that
the following corrective actions taken as a whole have addressed, and mitigated, the material weaknesses noted in its disclosure controls and procedures listed in its previously filed Form 10-QSB as of its fiscal quarter ended June 30, 2007:



| |  |  | With regard to improving the timeliness of financial reporting, the Partnership is current with its regulatory filings since the timely filing of its Form 10-QSB
for the quarter ended June 30, 2007 and has in place appropriate documentation requirements, procedures and staff to ensure continued timeliness.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have aggressively recruited experienced professionals to augment and upgrade our financial staff to address issues of timeliness in financial reporting even
during periods when we are preparing filings for the Securities and Exchange Commission, and we believe that this corrective step has enabled management to conclude that the internal controls over our financial reporting are effective.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Except for the preceding items, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or
Rule 15d-15(f) under the Securities Exchange Act of 1934) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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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 against any of its assets.

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

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.

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 inapplicable, and therefore have been omitted.



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



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|31.1 |  | Certification of Dean L. Cash                                         
|     | 
|31.2 |  | 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



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SIGNATURES

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

Date: November 8, 2007

ATEL CASH DISTRIBUTION FUND VI,
L.P.

(Registrant)



By:

ATEL Financial Services LLCGeneral Partner of Registrant




|    |  |                                                         
|--- |  | --------------------------------------------------------
|    | 
|By: |  | /s/ Dean L. Cash                                        
|    |  | Dean L. Cash                                            
|    |  | President and Chief Executive Officer of General
Partner
|    | 
|By: |  | /s/ Paritosh K. Choksi                                  
|    |  | Paritosh K. Choksi                                      
|    |  | Principal Financial Officer of
Registrant               



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