Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 |X|       Quarterly Report Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934.
                           For the quarterly period ended March 31, 1997

                 |_|       Transition Report Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934.
                           For the transition period from _______ to _______

                        Commission File Number 000-28368

                      ATEL Cash Distribution Fund VI, L.P.
             (Exact name of registrant as specified in its charter)

California                                                           94-3207229
(State or other jurisdiction of                              (I. R. S. Employer
incorporation or organization)                              Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

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



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                    Yes         |X|
                                                     No         |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                  1997              1996
                                                  ----              ----
Cash and cash equivalents                          $812,610         $1,123,336

Accounts receivable                               6,141,086          6,198,258

Investments in leases                           178,786,474        185,510,097
                                           ----------------- ------------------
Total assets                                   $185,740,170       $192,831,691
                                           ================= ==================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                               $78,605,611        $80,789,732

Lines of credit                                  14,500,000         15,598,257

Accounts payable:
   General Partner                                  160,028             45,070
   Equipment purchases                              441,852            638,379
   Other                                            318,573            415,008

Accrued interest payable                          2,019,582          1,746,206

Unearned operating lease income                     591,158            397,883
                                           ----------------- ------------------
Total liabilities                                96,636,804         99,630,535
Partners' capital:
     General Partner                               (128,374)          (118,690)
     Limited Partners                            89,231,740         93,319,846
                                           ----------------- ------------------
Total partners' capital                          89,103,366         93,201,156
                                           ----------------- ------------------
Total liabilities and partners' capital        $185,740,170       $192,831,691
                                           ================= ==================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                 <C>                <C>
Revenues:
   Leasing activities:
      Operating leases                                                                              $8,800,728         $3,991,927
      Direct financing leases                                                                           65,241             56,311
      Gain on sales of assets                                                                           10,805              5,524
Interest                                                                                                 5,872             16,286
Other                                                                                                    1,965              1,328
                                                                                              ----------------- ------------------
                                                                                                     8,884,611          4,071,376
Expenses:
Depreciation and amortization                                                                        6,959,760          3,302,083
Interest expense                                                                                     2,135,295            767,632
Administrative cost reimbursements to General Partner                                                   98,526            116,780
Equipment and incentive management fees to General Partner                                             363,186            276,360
Other                                                                                                  189,367             17,309
Professional fees                                                                                       18,036             43,865
Provision for losses                                                                                    88,846             40,714
                                                                                              ----------------- ------------------
                                                                                                     9,853,016          4,564,743
                                                                                              ----------------- ------------------
Net loss                                                                                             ($968,405)         ($493,367)
                                                                                              ================= ==================

Net loss:
   General Partner                                                                                     ($9,684)           ($4,934)
   Limited Partners                                                                                   (958,721)          (488,433)
                                                                                              ----------------- ------------------
                                                                                                     ($968,405)         ($493,367)
                                                                                              ================= ==================

Net loss per Limited Partnership Unit                                                                   ($0.08)            ($0.07)
Weighted average number of Units outstanding                                                        12,500,050          7,041,804
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 1997
                                   (Unaudited)

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

<S>                                                             <C>              <C>                 <C>              <C>
Balance December 31, 1996                                       12,500,050       $93,319,846         ($118,690)       $93,201,156
Other syndication costs to affiliates                                                (31,547)                -            (31,547)
Distributions to partners                                                         (3,097,838)                -         (3,097,838)
Net loss                                                                            (958,721)           (9,684)          (968,405)
                                                          ----------------- ----------------- ----------------- ------------------
Balance March 31, 1997                                          12,500,050       $89,231,740         ($128,374)       $89,103,366
                                                          ================= ================= ================= ==================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                 <C>               <C>
Operating activities:
Net loss                                                                                             ($968,405)         ($493,367)
Adjustments to reconcile net income to cash provided by operating activities:
   Depreciation and amortization                                                                     6,959,760          3,302,083
   Gain on sales of assets                                                                             (10,805)            (5,524)
   Provision for losses                                                                                 88,846             40,714
   Changes in operating assets and liabilities:
      Accounts receivable                                                                               57,172            883,348
      Accounts payable, General Partner                                                                114,958           (187,413)
      Accounts payable, other                                                                          (96,435)           178,450
      Accrued interest payable                                                                         273,376           (195,167)
      Unearned lease income                                                                            193,275            122,014
                                                                                              ----------------- ------------------
Net cash provided by operations                                                                      6,611,742          3,645,138
                                                                                              ----------------- ------------------

Investing activities:
Purchases of equipment on operating leases                                                            (735,210)       (33,742,387)
Purchases of equipment on direct financing leases                                                      (33,815)                 -
Purchase of residual interests                                                                               -           (335,140)
Reduction of net investment in direct financing leases                                                 148,465            116,867
Initial direct costs paid to General Partner                                                                 -         (1,066,168)
Proceeds from sales of assets                                                                          109,855             75,925
                                                                                              ----------------- ------------------
Net cash used in investing activities                                                                 (510,705)       (34,950,903)
                                                                                              ----------------- ------------------

Financing activities:
Borrowings under line of credit                                                                              -         26,274,173
Repayments of borrowings under line of credit                                                       (1,098,257)       (22,316,009)
Proceeds of non-recourse debt                                                                          911,036         17,720,449
Repayments of non-recourse debt                                                                     (3,095,157)          (235,117)
Capital contributions received                                                                               -         14,839,280
Payment of syndication costs to General Partner                                                        (31,547)        (1,651,564)
Distributions to partners                                                                           (3,097,838)        (1,604,162)
                                                                                              ----------------- ------------------
Net cash (used in) provided by financing activities                                                 (6,411,763)        33,027,050
                                                                                              ----------------- ------------------

Net (decrease) increase in cash and cash equivalents                                                  (310,726)         1,721,285

Cash and cash equivalents at beginning of period                                                     1,123,336          2,074,913
                                                                                              ----------------- ------------------
Cash and cash equivalents at end of period                                                            $812,610         $3,796,198
                                                                                              ================= ==================


Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                                            $1,861,919           $767,632
                                                                                              ================= ==================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2.  Organization and partnership matters:

ATEL Cash  Distribution  Fund VI, L.P. (the Fund),  was formed under the laws of
the  State  of  California  on June 29 ,  1994,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the amount of $600 were received as of July 21, 1994, $100 of which  represented
the General Partner's (ATEL Financial  Corporation's)  continuing interest,  and
$500 of which represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 3,
1995, the Partnership commenced operations.

The Partnership  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.


3.  Investment in leases:

The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
                                                                              Depreciation
                                          Balance                              Expense or        Reclassi-           Balance
                                        December 31,                          Amortization      fications or        March 31,
                                            1996             Additions         of Leases        Dispositions          1997
                                            ----             ---------         ---------      - -------------         ----
<S>                                        <C>                    <C>            <C>                  <C>            <C>
Net investment in operating
   leases                                  $177,700,195           $538,683       ($6,634,451)         ($64,858)      $171,539,569
Net investment in direct
   financing leases                           3,442,129             33,815          (148,465)                -          3,327,479
Residual interests                              379,551                  -                 -                 -            379,551
Assets held for sale or lease                     44,318                 -                 -           (34,192)            10,126
Reserve for losses                             (322,706)           (88,846)                -                 -           (411,552)
Initial direct costs, net of
   accumulated amortization                   4,266,610                  -          (325,309)                -          3,941,301
                                     -------------------  ----------------- ----------------- ----------------- ------------------
                                           $185,510,097           $483,652       ($7,108,225)         ($99,050)      $178,786,474
                                     ===================  ================= ================= ================= ==================
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                              Balance                                                Balance
                                                            December 31,                                            March 31,
                                                                1996           Additions        Dispositions          1997
                                                                ----           ---------        ------------          ----
<S>                                                           <C>                <C>                  <C>            <C>
Transportation                                                $101,516,495                            ($67,540)      $101,448,955
Construction                                                    32,643,774                                   -         32,643,774
Manufacturing                                                   30,738,706                                   -         30,738,706
Materials handling                                              18,727,504                                   -         18,727,504
Office automation                                               11,352,842          $538,683                 -         11,891,525
Miscellaneous                                                    3,683,663                 -                 -          3,683,663
Communications                                                     658,185                 -                 -            658,185
Medical                                                            343,409                 -                 -            343,409
Food processing                                                    317,520                 -                 -            317,520
                                                          ----------------- ----------------- ----------------- ------------------
                                                               199,982,098           538,683           (67,540)       200,453,241
Less accumulated depreciation                                  (22,281,903)      ($6,634,451)             2,682       (28,913,672)
                                                          ----------------- ----------------- ----------------- ------------------
                                                              $177,700,195       ($6,095,768)         ($64,858)      $171,539,569
                                                          ================= ================= ================= ==================
</TABLE>

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

At March 31, 1997, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                                                 Direct
                                            Year ending      Operating         Financing
                                           December 31,        Leases            Leases            Total
<S>                                          <C>              <C>                 <C>             <C>
                                                   1997        $21,860,465          $879,439       $22,739,904
                                                   1998         32,474,951           471,458        32,946,409
                                                   1999         29,393,780           231,052        29,624,832
                                                   2000         24,903,636           170,983        25,074,619
                                                   2001         15,548,120           105,538        15,653,658
                                             Thereafter         34,015,320           592,560        34,607,880
                                                          ----------------- ----------------- -----------------
                                                              $158,196,272        $2,451,030      $160,647,302
                                                          ================= ================= =================
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 10.53%.


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

<TABLE>
<CAPTION>
                                            Year ending
                                           December 31,      Principal          Interest           Total
<S>                                          <C>              <C>                 <C>             <C>
                                                   1997         $9,320,172        $2,791,281       $12,111,453
                                                   1998         14,143,884         7,190,862        21,334,746
                                                   1999         15,845,346         4,428,644        20,273,990
                                                   2000         12,941,483         3,207,920        16,149,403
                                                   2001          6,541,467         2,282,609         8,824,076
                                             Thereafter         19,813,259         7,228,370        27,041,629
                                                          ----------------- ----------------- -----------------
                                                               $78,605,611       $27,129,686      $105,735,297
                                                          ================= ================= =================
</TABLE>


5.  Related party transactions:

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

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


5.  Related party transactions (continued):

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:
<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                   <C>              <C>
Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital)                                                                        $1,409,732

Reimbursement of other syndication costs                                                               $31,547            241,832

Acquisition  fees  equal to 3% (3.25%  prior to July 1,  1995) of the  equipment
purchase price, for evaluating and selecting equipment to be acquired (not to
exceed approximately 4.5% of Gross Proceeds, included in investment in leases)                               -          1,066,168

Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                                       363,186            276,360

Administrative costs reimbursed to General Partner                                                      98,526            116,780
                                                                                              ----------------- ------------------
                                                                                                      $493,259         $3,110,872
                                                                                              ================= ==================
</TABLE>


6. Partner's capital:

As  of  March  31,  1996,   12,500,050  Units  ($125,000,500)  were  issued  and
outstanding.

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partner.

Available Cash from Operations and Cash from Sales and  Refinancing,  as defined
in the Limited Partnership Agreement, shall be distributed as follows:

First,  95.75%  (95%  prior  to July 1,  1995)  of  Distributions  of Cash  from
Operations to the Limited Partners,  1% of Distributions of Cash from Operations
to the General  Partner and 3.25% (4% prior to July 1, 1995) to an  affiliate of
the General Partner as Incentive Management  Compensation,  99% of Distributions
of Cash from Sales or Refinancing to the Limited Partners and 1% of Cash from
Sales or Refinancing to the General Partner.

Second,  the balance to the Limited  Partners  until the Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 10% per annum cumulative  (compounded daily) return
on their Adjusted Invested Capital.

Third, an affiliate of the General Partner will receive as Incentive  Management
Compensation, 4% of remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At March 31, 1997, the Partnership had $14,500,000 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1997.




<PAGE>

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

Capital Resources and Liquidity

During  the first  quarter  of 1997,  the  Partnership's  primary  activity  was
engaging in equipment leasing activities.

The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases exceed  expenses,  and  decreasing as lease assets
are  acquired,  as  distributions  are made to the limited  partners  and to the
extent expenses exceed cash flows from leases.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1997.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

Through  March  31,  1997,  the  Partnership  had  borrowed   $86,530,552  on  a
non-recourse  basis.  As of that date,  $78,605,611  remained  outstanding.  The
General Partner expects that aggregate  borrowings in the future will not exceed
50% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 50% of the total cost of  equipment,  in
aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$4,323,000 as of May 1, 1997.

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

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.


<PAGE>

During the first quarter of 1997, the  Partnership's  primary source of cash was
rents from  operating  leases.  During the first  quarter of 1996,  the  primary
sources  of  liquidity  were the  proceeds  of its  offering  of Units and funds
borrowed on the line of credit or on a non-recourse basis.

Cash from operating activities was almost entirely from operating lease rents in
both years.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only investing  sources of cash. They were not significant  relative to
other  sources of cash.  The primary  investing  use of cash was the purchase of
assets on operating and direct  financing  leases and (in 1996)  initial  direct
costs related to those purchases.

In 1997, the only financing  source of cash was proceeds of  non-recourse  debt.
Those proceeds were used to make repayments on the line of credit. Repayments of
non-recourse  debt have increased  compared to 1996. The increase  resulted from
making  scheduled  payments on  non-recourse  debt,  the  balances of which have
increased  due to borrowings  over the last twelve  months.  Distributions  have
increased  due to the  increase in the number of Units  outstanding  compared to
1996.

In  1996,   cash  from  financing   sources   consisted  of  cash  received  for
subscriptions for Units,  proceeds of non-recourse debt and borrowings under the
line of  credit.  The  purchase  of  lease  assets  was  primarily  funded  with
borrowings on this line of credit and the non-recourse debt proceeds.


Results of operations

Operations resulted in a net loss of $493,367 in 1996 and a net loss of $968,405
in 1997. The Partnership's  primary source of revenues is from operating leases.
Depreciation  expense is directly related to operating lease assets.  During the
last year, there have been  significant  acquisitions of operating lease assets.
This has given rise to the increase in depreciation  expense and to the increase
in operating lease revenues.

From April 1996  through  March 1997,  the  Partnership  borrowed  approximately
$67,867,000  on  non-recourse  debt.  This has led to the  increase  in interest
expense from $767,632 in 1996 to $2,135,295 in 1997.


<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                 (a) Documents filed as a part of this report

                   1. Financial Statements

                      Included in Part I of this report:

                      Balance Sheets, March 31, 1997 and December 31, 1996.

                      Statement  of changes in  partners'  capital for the three
months ended March 31, 1997.

                      Statements of operations for the three month periods ended
March 31, 1997 and 1996.

                      Statements of cash flows for the three month periods ended
March 31, 1997 and 1996.

                      Notes to the Financial Statements

                   2. Financial Statement Schedules

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

                 (b)  Report on Form 8-K

                      None


<PAGE>

                                   SIGNATURES


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

Date:
May 12, 1997

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




                           By:   /s/ A. J. Batt
                              -----------------------------------
                               A. J. Batt
                               President and Chief Executive Officer
                               of General Partner




                           By:   /s/ Dean L. Cash
                              -----------------------------------
                                  Dean L. Cash
                               Executive Vice President
                               of General Partner




                           By: /s/ F. Randall Bigony
                              -----------------------------------
                               F. Randall Bigony
                               Principal financial officer
                               of registrant




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