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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 March 31, 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 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
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 April 30, 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, March 31, 2008 and December 31, 2007                                                                          |  | 3 
|         |  |                                                                                                                              
|         |  | Statements of Operations for the three months ended March 31, 2008 and 2007                                                   |  | 4 
|         |  |                                                                                                                              
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2007 and for the three months ended March 31, 2008 |  | 5 
|         |  |                                                                                                                              
|         |  | Statements of Cash Flows for the three months ended March 31, 2008 and 2007                                                   |  | 6 
|         |  |                                                                                                                              
|         |  | Notes to the Financial Statements                                                                                             |  | 7 
|         |  |                                                                                                                              
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 14
|         |  |                                                                                                                              
|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

MARCH 31, 2008 AND DECEMBER 31, 2007

(In Thousands)



|                                                                                                                                   |  |               |       |                  |   |       
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ---------------- | - | ------
|                                                                                                                                   |  | March 31,2008 |       | December 31,2007
|                                                                                                                                   |  | (Unaudited)   |       |                 
|ASSETS                                                                                                                             |  |               |       |                  |   |       
|Cash and cash equivalents                                                                                                          |  | $             | 1,356 |                  | $ | 2,445 
|Accounts receivable, net of allowance for doubtful accounts of $157 at March 31, 2008 and December 31, 2007                        |  |               | 483   |                  |   | 708   
|Prepaid expenses                                                                                                                   |  |               | 13    |                  |   | 16    
|Investments in equipment and leases, net of accumulated depreciation of $21,181 at March 31, 2008 and $21,025 at December 31, 2007 |  |               | 7,926 |                  |   | 8,306 
|                                                                                                                                   |  |               |       |                  |   |       
|Total assets                                                                                                                       |  | $             | 9,778 |                  | $ | 11,475
|                                                                                                                                   |  |               |       |                  |   |       
|LIABILITIES AND PARTNERS CAPITAL                                                                                                  |  |               |       |                  |   |       
|Accounts payable and accrued liabilities:                                                                                          |  |               |       |                  |   |       
|General Partner                                                                                                                    |  | $             | 124   |                  | $ | 67    
|Lessees and other                                                                                                                  |  |               | 327   |                  |   | 346   
|Unearned operating lease income                                                                                                    |  |               | 14    |                  |   | 3     
|                                                                                                                                   |  |               |       |                  |   |       
|Total liabilities                                                                                                                  |  |               | 465   |                  |   | 416   
|                                                                                                                                   |  |               |       |                  |   |       
|Commitments and contingencies                                                                                                      |  |               |       |                  |   |       
|Partners capital:                                                                                                                 |  |               |       |                  |   |       
|General Partner                                                                                                                    |  |               | -     |                  |   | -     
|Limited Partners                                                                                                                   |  |               | 9,313 |                  |   | 11,059
|                                                                                                                                   |  |               |       |                  |   |       
|Total partners capital                                                                                                            |  |               | 9,313 |                  |   | 11,059
|                                                                                                                                   |  |               |       |                  |   |       
|Total liabilities and partners capital                                                                                            |  | $             | 9,778 |                  | $ | 11,475
|                                                                                                                                   |  |               |       |                  |   |       

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

MARCH 31, 2008
AND 2007

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                           |  |                              |            |      |   |            |  
|---------------------------------------------------------- |  | ---------------------------- | ---------- | ---- | - | ---------- | -
|                                                           |  | Three months ended March 31, |           
|                                                           |  | 2008                         |            | 2007 |  
|Revenues:                                                  |  |                              |            |      |   |            |  
|Leasing activities:                                        |  |                              |            |      |   |            |  
|Operating leases                                           |  | $                            | 883        |      | $ | 875        |  
|Direct financing leases                                    |  |                              | 10         |      |   | 4          |  
|Gain on sales of assets                                    |  |                              | 43         |      |   | 42         |  
|Interest income                                            |  |                              | 10         |      |   | 14         |  
|Other revenue                                              |  |                              | 1          |      |   | 12         |  
|                                                           |  |                              |            |      |   |            |  
|Total revenues                                             |  |                              | 947        |      |   | 947        |  
|                                                           |  |                             
|Expenses:                                                  |  |                              |            |      |   |            |  
|Depreciation of operating lease assets                     |  |                              | 315        |      |   | 335        |  
|Cost reimbursements to General Partner                     |  |                              | 143        |      |   | 47         |  
|Railcar maintenance                                        |  |                              | 153        |      |   | 134        |  
|Equipment and incentive management fees to General Partner |  |                              | 43         |      |   | 43         |  
|Interest expense                                           |  |                              | -          |      |   | 2          |  
|Taxes on income and franchise fees                         |  |                              | -          |      |   | 1          |  
|Other management fees                                      |  |                              | 40         |      |   | 31         |  
|Professional fees                                          |  |                              | 69         |      |   | 99         |  
|Outside services                                           |  |                              | 22         |      |   | 62         |  
|Reversal of provision for doubtful accounts                |  |                              | -          |      |   | (38        | )
|Other                                                      |  |                              | 16         |      |   | 20         |  
|                                                           |  |                              |            |      |   |            |  
|Total operating expenses                                   |  |                              | 801        |      |   | 736        |  
|                                                           |  |                              |            |      |   |            |  
|Net income                                                 |  | $                            | 146        |      | $ | 211        |  
|                                                           |  |                              |            |      |   |            |  
|Net income:                                                |  |                              |            |      |   |            |  
|General Partner                                            |  | $                            | 19         |      | $ | 16         |  
|Limited Partners                                           |  |                              | 127        |      |   | 195        |  
|                                                           |  |                              |            |      |   |            |  
|                                                           |  | $                            | 146        |      | $ | 211        |  
|                                                           |  |                              |            |      |   |            |  
|Net income per Limited Liability Partnership Unit          |  | $                            | 0.01       |      | $ | 0.02       |  
|Weighted average number of Units outstanding               |  |                              | 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 THREE MONTHS

ENDED MARCH 31, 2008

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  |       |    
|                                                   |  | Units            |  | Amount |                |   |  | Total |    
|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                                         |  | -                |  |        | 127            |   |  |       | 19  |   |  |   | 146    |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|Balance March 31, 2008                             |  | 12,478,676       |  | $      | 9,313          |   |  | $     | -   |   |  | $ | 9,313  |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED

MARCH 31, 2008
AND 2007

(In Thousands)

(Unaudited)



|                                                                             |  |                              |        |   |      |   |        |  
|---------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                             |  | Three months ended March 31, |       
|                                                                             |  | 2008                         |        |   | 2007 |  
|Operating activities:                                                        |  |                              |        |   |      |   |        |  
|Net income                                                                   |  | $                            | 146    |   |      | $ | 211    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                              |        |   |      |   |        |  
|Depreciation of operating lease assets                                       |  |                              | 315    |   |      |   | 335    |  
|Amortization of unearned income on direct finance leases                     |  |                              | (10    | ) |      |   | (4     | )
|Reversal of provision for doubtful accounts                                  |  |                              | -      |   |      |   | (38    | )
|Gain on sales of assets                                                      |  |                              | (43    | ) |      |   | (42    | )
|Changes in operating assets and liabilities:                                 |  |                              |        |   |      |   |        |  
|Accounts receivable                                                          |  |                              | 225    |   |      |   | (1     | )
|Prepaid expenses                                                             |  |                              | 3      |   |      |   | 17     |  
|Accounts payable and accruals due General Partner                            |  |                              | 57     |   |      |   | 20     |  
|Accounts payable and accruals due lessees and other                          |  |                              | (19    | ) |      |   | 93     |  
|Accrued interest payable                                                     |  |                              | -      |   |      |   | (1     | )
|Unearned operating lease income                                              |  |                              | 11     |   |      |   | 1      |  
|                                                                             |  |                              |        |   |      |   |        |  
|Net cash provided by operating activities                                    |  |                              | 685    |   |      |   | 591    |  
|                                                                             |  |                              |        |   |      |   |        |  
|Investing activities:                                                        |  |                              |        |   |      |   |        |  
|Proceeds from sales of lease assets                                          |  |                              | 101    |   |      |   | 82     |  
|Payments received on direct finance leases                                   |  |                              | 17     |   |      |   | 25     |  
|                                                                             |  |                              |        |   |      |   |        |  
|Net cash provided by investing activities                                    |  |                              | 118    |   |      |   | 107    |  
|                                                                             |  |                              |        |   |      |   |        |  
|Financing activities:                                                        |  |                              |        |   |      |   |        |  
|Repayments of non-recourse debt                                              |  |                              | -      |   |      |   | (22    | )
|Distributions to Limited Partners                                            |  |                              | (1,873 | ) |      |   | (1,560 | )
|Distributions to General Partner                                             |  |                              | (19    | ) |      |   | (16    | )
|                                                                             |  |                              |        |   |      |   |        |  
|Net cash used in financing activities                                        |  |                              | (1,892 | ) |      |   | (1,598 | )
|                                                                             |  |                              |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                    |  |                              | (1,089 | ) |      |   | (900   | )
|Cash and cash equivalents at beginning of period                             |  |                              | 2,445  |   |      |   | 1,951  |  
|                                                                             |  |                              |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                            | 1,356  |   |      | $ | 1,051  |  
|                                                                             |  |                              |        |   |      |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                              |        |   |      |   |        |  
|Cash paid during the period for taxes                                        |  | $                            | -      |   |      | $ | 1      |  
|                                                                             |  |                              |        |   |      |   |        |  
|Cash paid during the period for interest                                     |  | $                            | -      |   |      | $ | 2      |  
|                                                                             |  |                              |        |   |      |   |        |  

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 March 31, 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.

The Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis.



|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 10 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 months ended
March 31, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

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.

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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



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.

Cash and cash equivalents:

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

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 the concentration of such 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.

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.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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



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. 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.

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 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.

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 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.

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 orAmortizationof Leases |  |   | BalanceMarch 31,2008
|Net investment in operating leases        |  | $                       | 8,146 |                                           | $ | (58 | )                                                        |  | $ | (314                 | ) |  | $ | 7,774
|Net investment in direct financing leases |  |                         | 151   |                                           |   | -   |                                                          |  |   | (7                   | ) |  |   | 144  
|Assets held for sale or lease, net        |  |                         | 9     |                                           |   | -   |                                                          |  |   | (1                   | ) |  |   | 8    
|                                          |  |                         |       |                                           |   |     |                                                          |  |   |                      |   |  |   |      
|Total                                     |  | $                       | 8,306 |                                           | $ | (58 | )                                                        |  | $ | (322                 | ) |  | $ | 7,926
|                                          |  |                         |       |                                           |   |     |                                                          |  |   |                      |   |  |   |      

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 months ended March 31, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $315 thousand and $335
thousand for the three months ended March 31, 2008 and 2007, respectively.

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



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##### Table of Contents

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 |  |   | BalanceMarch 31, 2008 |  
|Transportation, rail          |  | $                       | 27,494  |   |           | $ | -    |                                  |  | $ | (252                  | ) |  | $ | 27,242  |  
|Material handling             |  |                         | 1,366   |   |           |   | -    |                                  |  |   | 35                    |   |  |   | 1,401   |  
|Other                         |  |                         | 285     |   |           |   | -    |                                  |  |   | -                     |   |  |   | 285     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                       |   |  |   |         |  
|                              |  |                         | 29,145  |   |           |   | -    |                                  |  |   | (217                  | ) |  |   | 28,928  |  
|Less accumulated depreciation |  |                         | (20,999 | ) |           |   | (314 | )                                |  |   | 159                   |   |  |   | (21,154 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                       |   |  |   |         |  
|Total                         |  | $                       | 8,146   |   |           | $ | (314 | )                                |  | $ | (58                   | ) |  | $ | 7,774   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                       |   |  |   |         |  

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
March 31, 2008 (in thousands):



|                                                             |  |               |     |   |                  |   |    
|------------------------------------------------------------ |  | ------------- | --- | - | ---------------- | - | ---
|                                                             |  | March 31,2008 |     |   | December 31,2007
|Total minimum lease payments receivable                      |  | $             | 190 |   |                  | $ | -  
|Estimated residual values of leased equipment (unguaranteed) |  |               | 21  |   |                  |   | 151
|                                                             |  |               |     |   |                  |   |    
|Investment in direct financing leases                        |  |               | 211 |   |                  |   | 151
|Less unearned income                                         |  |               | (67 | ) |                  |   | -  
|                                                             |  |               |     |   |                  |   |    
|Net investment in direct financing leases                    |  | $             | 144 |   |                  | $ | 151
|                                                             |  |               |     |   |                  |   |    

At March 31, 2008, the aggregate amounts of future minimum lease payments under operating and direct
financing leases are as follows (in thousands):



|                                     |  |  |  |                 |       |                       |   |       |  |   |      
|------------------------------------ |  |  |  | --------------- | ----- | --------------------- | - | ----- |  | - | -----
|                                     |  |  |  | OperatingLeases |       | DirectFinancingLeases |   | Total
|Nine months ending December 31, 2008 |  |  |  | $               | 1,736 |                       | $ | 52    |  | $ | 1,788
|Year ending December 31, 2009        |  |  |  |                 | 1,754 |                       |   | 69    |  |   | 1,823
|2010                                 |  |  |  |                 | 1,447 |                       |   | 69    |  |   | 1,516
|2011                                 |  |  |  |                 | 1,048 |                       |   | -     |  |   | 1,048
|2012                                 |  |  |  |                 | 246   |                       |   | -     |  |   | 246  
|                                     |  |  |  |                 |       |                       |   |       |  |   |      
|                                     |  |  |  | $               | 6,231 |                       | $ | 190   |  | $ | 6,421
|                                     |  |  |  |                 |       |                       |   |       |  |   |      

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     



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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 month periods ended March 31, 2008 and 2007, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership
Agreement, as follows (in thousands):



|                                                           |  |                             |     |      |   |   
|---------------------------------------------------------- |  | --------------------------- | --- | ---- | - | --
|                                                           |  | Three Months EndedMarch 31,
|                                                           |  | 2008                        |     | 2007
|Cost reimbursements to General Partner                     |  | $                           | 143 |      | $ | 47
|Equipment and incentive management fees to General Partner |  |                             | 43  |      |   | 43
|                                                           |  |                             |     |      |   |   
|                                                           |  | $                           | 186 |      | $ | 90
|                                                           |  |                             |     |      |   |   



|5. | Commitments:
|-- | ------------

At March 31, 2008, the Partnership had no
commitments to purchase lease assets.



|6. | 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



|6. | 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.



|7. | Partners Capital:
|-- | ------------------

As of March 31, 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 units and per unit data):



|                                             |  |                             |            |      |   |           
|-------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ----------
|                                             |  | Three Months EndedMarch 31,
|                                             |  | 2008                        |            | 2007
|Distributions declared                       |  | $                           | 1,873      |      | $ | 1,560     
|Weighted average number of Units outstanding |  |                             | 12,478,676 |      |   | 12,478,676
|                                             |  |                             |            |      |   |           
|Weighted average distributions per Unit      |  | $                           | 0.15       |      | $ | 0.13      
|                                             |  |                             |            |      |   |           



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##### Table of Contents

|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 March 31, 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 make distributions on an
annual basis.

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 is its cash flow from a
diversified group of lessees for fixed term leases with fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the
Partnerships success in re-leasing or selling the equipment as it comes off lease.

Throughout the Reinvestment Period which ended December 31,
2002, the Partnership reinvested a portion of lease payments from assets owned in new leasing transactions. Such reinvestment occurred only after the payment of all obligations, including debt service (both principal and interest), the payment of
management and acquisition fees to AFS and providing for cash distributions to the partners.

The Partnership currently has available adequate reserves to
meet its immediate cash requirements and those of the next twelve months, 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.
AFS envisions no such requirements for operating purposes.



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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 March 31, 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 March 31, 2008 versus the three months ended March 31, 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 $94 thousand, or 16%, for the first quarter of 2008 as compared to the first quarter of 2007. The net improvement in cash flow was primarily attributable to an increase of $226 thousand
resulting from increased payments received on accounts receivable. This increase was partially offset by decreases of $75 thousand and $54 thousand resulting from increased payments made against accounts payable and accrued liabilities, and the
period over period decline in operating results as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense, respectively.

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. The period over period net decline
in accounts payable and accrued liabilities was primarily attributable to 2007 accruals related to maintenance costs and management fees that were paid in the first quarter of 2008; and, 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 increased by $11 thousand, or 10%, for the first quarter of 2008 as compared to first quarter of 2007. The net improvement in cash
flow was comprised of a $19 thousand increase in proceeds from sales of lease assets offset by an $8 thousand decline in principal payments received on the Partnerships investment in direct financing leases.

The increase in proceeds from sales of lease assets was mainly due to stronger market demand for the types of assets sold during the first quarter of 2008, as compared
to the first quarter of 2007; while 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 $294 thousand, or 18%, for the first quarter of 2008 as compared to the first quarter of 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.



15



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##### Table of Contents

Results of Operations

On January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities).

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, capital contributed or number of investors depending upon the nature of the cost incurred.

The three months ended March 31, 2008
versus the three months ended March 31, 2007

The Partnership had net income of $146 thousand and $211 thousand for the first quarters of 2008 and
2007, respectively, a 31% decrease. The results for the first quarter of 2008 reflects an increase in operating expenses when compared to the first quarter of 2007.

Revenues

Total revenue was unchanged at $947 thousand for each of the first quarter of 2008 and 2007. At a detailed
level, revenues from operating leases and direct finance leases slightly increased during the first quarter of 2008, when compared to the first quarter of 2007; however, the increases were mostly offset by a decline in other revenue.

The period over period increase in revenue from operating leases was $8 thousand and was largely attributable to stronger market demand during the first quarter of 2008,
as compared to the first quarter of 2007, which resulted in higher lease rates on renewing leases. Revenue from direct finance leases increased by $6 thousand, or 150%, primarily as a result of a term extension for an existing direct finance lease.

Mostly offsetting the aforementioned increases in revenue was an $11 thousand, or 92%, decline in other revenue. 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.

Expenses

Total expenses for the first quarter of 2008 increased by
$65 thousand, or 9%, as compared to the first quarter of 2007. The net increase was primarily due to increases of $96 thousand and $38 thousand in costs reimbursed to the General Partner and the provision for doubtful accounts, respectively,
partially offset by decreases of $40 thousand and $30 thousand in outside services expense and professional fees, respectively.

The increase in costs
reimbursed to AFS was primarily a result of a fine-tuning of cost allocation methodologies employed 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. The period over period increase in the provision for doubtful accounts reflects a first quarter of 2007 adjustment to reduce the reserve. There was no adjustment to the reserve during the first quarter of 2008.

Outside services expense and professional fees 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.



16



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##### Table of Contents



|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 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 is applicable to the Partnership, during the quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to materially affect, the General Partners internal control over financial reporting, as 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.



|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: May 12, 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