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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB



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

For the quarterly period ended June 30, 2007



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

For the transition period from              to

Commission File number 000-28368

ATEL
Cash Distribution Fund VI, L.P.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                      
|------------------------------------------------------------- |  | -------------------------------------
|California                                                    |  | 94-3207229                           
|(State or other jurisdiction ofIncorporation or organization) |  | (I. R. S. EmployerIdentification No.)

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

(Address of principal executive offices)

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

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

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

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

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

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

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

The number of Limited Partnership Units outstanding as of June 30, 2007 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None



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ATEL CASH DISTRIBUTION FUND VI, L.P.

Index



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



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Part I. FINANCIAL INFORMATION



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

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEET

JUNE 30, 2007

(In Thousands)

(Unaudited)



|                                                                                |  |   |       
|------------------------------------------------------------------------------- |  | - | ------
|ASSETS                                                                          |  |   |       
|Cash and cash equivalents                                                       |  | $ | 1,393 
|Accounts receivable, net of allowance for doubtful accounts of $157             |  |   | 357   
|Prepaid expenses                                                                |  |   | 164   
|Investments in equipment and leases, net of accumulated depreciation of $21,313 |  |   | 9,150 
|                                                                                |  |   |       
|Total assets                                                                    |  | $ | 11,064
|                                                                                |  |   |       
|LIABILITIES AND PARTNERS CAPITAL                                               |  |   |       
|Accounts payable and accrued liabilities:                                       |  |   |       
|General Partner                                                                 |  | $ | 72    
|Lessees and other                                                               |  |   | 341   
|Non-recourse debt                                                               |  |   | 48    
|Unearned operating lease income                                                 |  |   | 19    
|                                                                                |  |   |       
|Total liabilities                                                               |  |   | 480   
|Commitments and contingencies                                                   |  |   |       
|Partners capital:                                                              |  |   |       
|General Partner                                                                 |  |   |      
|Limited Partners                                                                |  |   | 10,584
|                                                                                |  |   |       
|Total partners capital                                                         |  |   | 10,584
|                                                                                |  |   |       
|Total liabilities and partners capital                                         |  | $ | 11,064
|                                                                                |  |   |       

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED

JUNE 30, 2007 AND 2006

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                     |  | Three months ended June 30, |            |   | Six months ended June 30, |  
|                                                                     |  | 2007                        |            |   | 2006                      |   |            | 2007 |  |   | 2006       |  
|Revenues:                                                            |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Leasing activities:                                                  |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Operating leases                                                     |  | $                           | 864        |   |                           | $ | 690        |      |  | $ | 1,739      |   |  | $ | 1,636      |  
|Direct financing leases                                              |  |                             | 4          |   |                           |   | 5          |      |  |   | 8          |   |  |   | 11         |  
|Gain (loss) on sales of assets                                       |  |                             | 33         |   |                           |   | (44        | )    |  |   | 75         |   |  |   | (2         | )
|Interest income                                                      |  |                             | 15         |   |                           |   | 16         |      |  |   | 29         |   |  |   | 28         |  
|Other revenue                                                        |  |                             | 4          |   |                           |   | 11         |      |  |   | 15         |   |  |   | 41         |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Total revenues                                                       |  |                             | 920        |   |                           |   | 678        |      |  |   | 1,866      |   |  |   | 1,714      |  
|Expenses:                                                            |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                               |  |                             | 323        |   |                           |   | 244        |      |  |   | 658        |   |  |   | 536        |  
|Cost reimbursements to General Partner                               |  |                             | 47         |   |                           |   | 135        |      |  |   | 94         |   |  |   | 262        |  
|Railcar maintenance                                                  |  |                             | 135        |   |                           |   | 192        |      |  |   | 269        |   |  |   | 210        |  
|Equipment and incentive management fees to General Partner           |  |                             | 47         |   |                           |   | 48         |      |  |   | 90         |   |  |   | 96         |  
|Interest                                                             |  |                             | 1          |   |                           |   | 4          |      |  |   | 3          |   |  |   | 7          |  
|Taxes on income and franchise fees                                   |  |                             | 32         |   |                           |   | 29         |      |  |   | 33         |   |  |   | 56         |  
|Other management fees                                                |  |                             | 38         |   |                           |   | 36         |      |  |   | 69         |   |  |   | 60         |  
|Professional fees                                                    |  |                             | 34         |   |                           |   | (44        | )    |  |   | 133        |   |  |   | 94         |  
|Outside services                                                     |  |                             | 50         |   |                           |   | 27         |      |  |   | 112        |   |  |   | 40         |  
|Recovery of doubtful accounts                                        |  |                             | (4         | ) |                           |   |           |      |  |   | (42        | ) |  |   |           |  
|Other                                                                |  |                             | 27         |   |                           |   | 22         |      |  |   | 46         |   |  |   | 57         |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                                     |  |                             | 730        |   |                           |   | 693        |      |  |   | 1,465      |   |  |   | 1,418      |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                                    |  | $                           | 190        |   |                           | $ | (15        | )    |  | $ | 401        |   |  | $ | 296        |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss):                                                   |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|General Partner                                                      |  | $                           |           |   |                           | $ |           |      |  | $ | 16         |   |  | $ | 13         |  
|Limited Partners                                                     |  |                             | 190        |   |                           |   | (15        | )    |  |   | 385        |   |  |   | 283        |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|                                                                     |  | $                           | 190        |   |                           | $ | (15        | )    |  | $ | 401        |   |  | $ | 296        |  
|                                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) per Limited Liability Company Unit (Other Members) |  | $                           | 0.02       |   |                           | $ | (0.00      | )    |  | $ | 0.03       |   |  | $ | 0.02       |  
|Weighted average number of Units outstanding                         |  |                             | 12,478,676 |   |                           |   | 12,490,076 |      |  |   | 12,478,676 |   |  |   | 12,490,076 |  

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, 2006

AND FOR THE SIX MONTH PERIOD

ENDED JUNE 30, 2007

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                    |  |               |   |  |                |        |   |       |   |     |   |  |   |        |  
|--------------------------------------------------- |  | ------------- | - |  | -------------- | ------ | - | ----- | - | --- | - |  | - | ------ | -
|                                                    |  | Other Members |   |  | ManagingMember |        |   | Total |  
|                                                    |  | Units         |   |  | Amount         |        |   |      
|Balance December 31, 2005                           |  | 12,490,076    |   |  | $              | 13,580 |   |       | $ |    |   |  | $ | 13,580 |  
|Recissions and repurchases of capital contributions |  | (11,400       | ) |  |                | (12    | ) |       |   |    |   |  |   | (12    | )
|Distributions to Limited Partners ($0.20 per Unit)  |  |              |   |  |                | (2,498 | ) |       |   |    |   |  |   | (2,498 | )
|Distributions to General Partner                    |  |              |   |  |                |       |   |       |   | (26 | ) |  |   | (26    | )
|Net income                                          |  |              |   |  |                | 689    |   |       |   | 26  |   |  |   | 715    |  
|                                                    |  |               |   |  |                |        |   |       |   |     |   |  |   |        |  
|Balance December 31, 2006                           |  | 12,478,676    |   |  |                | 11,759 |   |       |   |    |   |  |   | 11,759 |  
|Distributions to Limited Partners ($0.13 per Unit)  |  |              |   |  |                | (1,560 | ) |       |   |    |   |  |   | (1,560 | )
|Distributions to General Partner                    |  |              |   |  |                |       |   |       |   | (16 | ) |  |   | (16    | )
|Net income                                          |  |              |   |  |                | 385    |   |       |   | 16  |   |  |   | 401    |  
|                                                    |  |               |   |  |                |        |   |       |   |     |   |  |   |        |  
|Balance June 30, 2007                               |  | 12,478,676    |   |  | $              | 10,584 |   |       | $ |    |   |  | $ | 10,584 |  
|                                                    |  |               |   |  |                |        |   |       |   |     |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

SIX AND THREE MONTH PERIODS ENDED

JUNE 30, 2007 AND 2006

(In Thousands Except Units and Per Unit Data)

(Unaudited)



|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                    |  | Three months endedJune 30, |       |   | Six months endedJune 30, |  
|                                                                                    |  | 2007                       |       |   | 2006                     |   |       | 2007 |  |   | 2006   |  
|Operating activities:                                                               |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Net income (loss)                                                                   |  | $                          | 190   |   |                          | $ | (15   | )    |  | $ | 401    |   |  | $ | 296    |  
|Adjustment to reconcile net income (loss) to cash provided by operating activities: |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Depreciation of operating lease assets                                              |  |                            | 323   |   |                          |   | 244   |      |  |   | 658    |   |  |   | 536    |  
|Provision for (reversal of) doubtful accounts                                       |  |                            | (4    | ) |                          |   |      |      |  |   | (42    | ) |  |   |       |  
|(Gain) loss on sales of assets                                                      |  |                            | (33   | ) |                          |   | 44    |      |  |   | (75    | ) |  |   | 2      |  
|Changes in operating assets and liabilities:                                        |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                                 |  |                            | 106   |   |                          |   | 314   |      |  |   | 105    |   |  |   | 70     |  
|Prepaids expenses and other assets                                                  |  |                            | 16    |   |                          |   | 17    |      |  |   | 33     |   |  |   | 38     |  
|Accounts payable and accruals due General Partner                                   |  |                            | (71   | ) |                          |   | 143   |      |  |   | (51    | ) |  |   | (3     | )
|Accounts payable and accruals due lessees and other                                 |  |                            | (345  | ) |                          |   | 30    |      |  |   | (252   | ) |  |   | 79     |  
|Accrued interest payable                                                            |  |                            |      |   |                          |   |      |      |  |   | (1     | ) |  |   |       |  
|Unearned operating lease income                                                     |  |                            | 16    |   |                          |   | 1     |      |  |   | 17     |   |  |   | (19    | )
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                           |  |                            | 198   |   |                          |   | 778   |      |  |   | 793    |   |  |   | 999    |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Investing activities:                                                               |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Proceeds from sales of lease assets                                                 |  |                            | 148   |   |                          |   | 98    |      |  |   | 230    |   |  |   | 175    |  
|Reduction of net investment in direct financing leases                              |  |                            | 20    |   |                          |   | 19    |      |  |   | 41     |   |  |   | 38     |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Net cash provided by investing activities                                           |  |                            | 168   |   |                          |   | 117   |      |  |   | 271    |   |  |   | 213    |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Financing activities:                                                               |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Repayments of non-recourse debt                                                     |  |                            | (24   | ) |                          |   | (21   | )    |  |   | (46    | ) |  |   | (43    | )
|Distributions to Limited Partners                                                   |  |                            |      |   |                          |   |      |      |  |   | (1,560 | ) |  |   | (1,249 | )
|Distributions to General Partner                                                    |  |                            |      |   |                          |   |      |      |  |   | (16    | ) |  |   | (13    | )
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                               |  |                            | (24   | ) |                          |   | (21   | )    |  |   | (1,622 | ) |  |   | (1,305 | )
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                                |  |                            | 342   |   |                          |   | 874   |      |  |   | (558   | ) |  |   | (93    | )
|Cash and cash equivalents at beginning of period                                    |  |                            | 1,051 |   |                          |   | 1,132 |      |  |   | 1,951  |   |  |   | 2,099  |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Cash and cash equivalents at end of period                                          |  | $                          | 1,393 |   |                          | $ | 2,006 |      |  | $ | 1,393  |   |  | $ | 2,006  |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Supplemental disclosures of cash flow information:                                  |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the year for taxes                                                 |  | $                          | 32    |   |                          | $ | 29    |      |  | $ | 33     |   |  | $ | 56     |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the year for interest                                              |  | $                          | 1     |   |                          | $ | 3     |      |  | $ | 4      |   |  | $ | 6      |  
|                                                                                    |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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

Upon the sale of the minimum amount of Units of Limited Partnership interest (Units) (120,000 Units) ($1.2 million) and the receipt of the proceeds
thereof on January 3, 1995, the Partnership commenced operations. As of June 30, 2007, 12,478,676 Units were issued and outstanding.

The
Partnerships business consists of leasing various types of equipment. As of June 30, 2007, the original terms of the leases ranged from nine months to ten years.

Pursuant to the Limited Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership. AFS is required to maintain in the Partnership reasonable cash reserves
for working capital, the repurchase of Units and contingencies.

The Partnerships principal objectives are to invest in a diversified portfolio of
equipment that will (i) preserve, protect and return the Partnerships invested capital; (ii) generate regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after
certain minimum distributions to be used to purchase additional equipment during the Reinvestment Period, which ended December 31, 2004 and (iii) provide additional distributions following the Reinvestment Period and until all equipment
has been sold. The Partnership is governed by its Limited Partnership Agreement.

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



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

Basis of
presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with instructions to Form 10-QSB and Item 310(b) of Regulation S-B. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner,
necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires
management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the six months ended June 30, 2007
are not necessarily indicative of the results for the year ending December 31, 2007.

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

Use of estimates:

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

Cash
and cash equivalents:

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

Accounts receivable:

Accounts receivable represent
the amounts billed under lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are established based on historical charge-offs and collection experience and are usually determined by specifically identified
lessees and invoiced amounts. Accounts receivable are charged off 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.

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 be 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-offs and collections experience and are usually determined by specifically identified lessees and billed and
unbilled receivables. Direct financing leases are written-off as they are deemed uncollectible.

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

Unearned operating lease income:

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

Asset valuation:

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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

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

Credit risk:

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

Segment reporting:

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

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

The primary geographic regions in which the Partnership seeks leasing opportunities are the 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 Company has provided current income and franchise taxes for only
those states which levy taxes on partnerships.

Per unit data:

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

Recent
accounting pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This
Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entitys
first fiscal year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement
No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of
the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15,
2006. Adoption of this guidance did not materially impact the Partnerships financial statements.

In September 2006, the Financial Accounting
Standards Board (FASB) issued Statement on Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework
for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those
fiscal years. As of June 30, 2007, the Fund does not believe the adoption of SFAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the
measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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



|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                     |   |  |   |      
|----------------------------------------- |  | ----------------------- | ------ | ------------------------------------------ | - | ---- | -------------------------------------------------------- |  | - | ------------------- | - |  | - | -----
|                                          |  | BalanceDecember 31,2006 |        | Reclassifications& Additions /Dispositions |   |      | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceJune 30,2007
|Net investment in operating leases        |  | $                       | 9,680  |                                            | $ | (115 | )                                                        |  | $ | (656                | ) |  | $ | 8,909
|Net investment in direct financing leases |  |                         | 236    |                                            |   | (1   | )                                                        |  |   | (41                 | ) |  |   | 194  
|Assets held for sale or lease, net        |  |                         | 88     |                                            |   | (39  | )                                                        |  |   | (2                  | ) |  |   | 47   
|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                     |   |  |   |      
|Total                                     |  | $                       | 10,004 |                                            | $ | (155 | )                                                        |  | $ | (699                | ) |  | $ | 9,150
|                                          |  |                         |        |                                            |   |      |                                                          |  |   |                     |   |  |   |      

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No
assets were identified as impaired during managements review for the three and six month periods ended June 30, 2007 and 2006.

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

Net investment in operating leases:

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



|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2006 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceJune 30,2007 |  
|Transportation, rail          |  | $                       | 28,634  |   |           | $ |     |                                  |  | $ | (546                | ) |  | $ | 28,088  |  
|Material handling             |  |                         | 1,463   |   |           |   |     |                                  |  |   | (50                 | ) |  |   | 1,413   |  
|Other                         |  |                         | 356     |   |           |   |     |                                  |  |   |                    |   |  |   | 356     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|                              |  |                         | 30,453  |   |           |   |     |                                  |  |   | (596                | ) |  |   | 29,857  |  
|Less accumulated depreciation |  |                         | (20,773 | ) |           |   | (656 | )                                |  |   | 481                 |   |  |   | (20,948 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|Total                         |  | $                       | 9,680   |   |           | $ | (656 | )                                |  | $ | (115                | ) |  | $ | 8,909   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  

Net investment in direct financing leases:

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



|                                                             |  |              |     |  
|------------------------------------------------------------ |  | ------------ | --- | -
|                                                             |  | June 30,2007 |    
|Total minimum lease payments receivable                      |  | $            | 49  |  
|Estimated residual values of leased equipment (unguaranteed) |  |              | 151 |  
|                                                             |  |              |     |  
|Investment in direct financing leases                        |  |              | 200 |  
|Less unearned income                                         |  |              | (6  | )
|                                                             |  |              |     |  
|Net investment in direct financing leases                    |  | $            | 194 |  
|                                                             |  |              |     |  



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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



|                                    |  |  |  |                 |       |                       |   |       |  |   |      
|----------------------------------- |  |  |  | --------------- | ----- | --------------------- | - | ----- |  | - | -----
|                                    |  |  |  | OperatingLeases |       | DirectFinancingLeases |   | Total
|Six months ending December 31, 2007 |  |  |  | $               | 1,129 |                       | $ | 49    |  | $ | 1,178
|Year ending December 31, 2008       |  |  |  |                 | 1,748 |                       |   |      |  |   | 1,748
|2009                                |  |  |  |                 | 1,191 |                       |   |      |  |   | 1,191
|2010                                |  |  |  |                 | 1,069 |                       |   |      |  |   | 1,069
|2011                                |  |  |  |                 | 720   |                       |   |      |  |   | 720  
|                                    |  |  |  |                 |       |                       |   |       |  |   |      
|                                    |  |  |  | $               | 5,857 |                       | $ | 49    |  | $ | 5,906
|                                    |  |  |  |                 |       |                       |   |       |  |   |      

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
|Transporation, rail     |  | 30 -35     
|Manufacturing           |  | 10 -20     
|Construction            |  | 7 - 10     
|Material handling       |  | 7 - 10     
|Natural gas compressors |  | 7 - 10     
|Transportation, other   |  | 7 - 10     



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

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

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

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

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

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



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

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



|                                                           |  |                            |    |                          |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | -------------------------- | -- | ------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedJune 30, |    | Six Months EndedJune 30,
|                                                           |  | 2007                       |    | 2006                     |   | 2007 |  | 2006
|Cost reimbursements to General Partner                     |  | $                          | 47 |                          | $ | 135  |  | $    | 94  |  | $ | 262
|Equipment and incentive management fees to General Partner |  |                            | 47 |                          |   | 48   |  |      | 90  |  |   | 96 
|                                                           |  |                            |    |                          |   |      |  |      |     |  |   |    
|                                                           |  | $                          | 94 |                          | $ | 183  |  | $    | 184 |  | $ | 358
|                                                           |  |                            |    |                          |   |      |  |      |     |  |   |    



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

At June 30, 2007, non-recourse debt
consists of a note payable to a financial institution. The note is due in monthly payments. Interest on the note is at a fixed rate of 8.37%. The note is secured by an assignment of lease payments and pledges of assets. At June 30, 2007, the
carrying value of the pledged assets was $248 thousand. The note matures in 2007.

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



|                                    |  |           |    |          |   |       |  |   |   
|----------------------------------- |  | --------- | -- | -------- | - | ----- |  | - | --
|                                    |  | Principal |    | Interest |   | Total
|Six months ending December 31, 2007 |  | $         | 48 |          | $ | 1     |  | $ | 49
|                                    |  |           |    |          |   |       |  |   |   
|                                    |  | $         | 48 |          | $ | 1     |  | $ | 49
|                                    |  |           |    |          |   |       |  |   |   



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

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



|7. | Guarantees:
|-- | -----------

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

In the normal course of business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease
assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to
assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches,
for harm caused by such partys gross negligence and willful misconduct, including, in certain instances, certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs
subject to similar contractual commitments in similar transactions, and the losses and claims arising from these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business
under the reasonable business judgment of the General Partner, no liability will arise as a result of these provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual
commitments differ from those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants
applicable to commercial transactions between businesses. Accordingly, the Partnership believes that



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

these indemnification obligations are made
in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such indemnification obligation become payable, the
Partnership would separately record and/or disclose such liability in accordance with GAAP.



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

As of June 30, 2007, 12,478,676 Units
were issued and outstanding. The Partnership was authorized to issue up to 12,500,000 Units, including the 50 Units issued to the Initial Limited Partners, as defined.

As defined in the Limited Partnership Agreement, the Partnerships Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows
the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2007 and 2006.
The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end of each year.

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

Cash
from Operations

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

Cash from Sales and Refinancing

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

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

Distributions to the Limited
Partners were as follows (in thousands except units and per unit data):



|                                             |  |                             |            |                           |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months Ended June 30, |            | Six Months Ended June 30,
|                                             |  | 2007                        |            | 2006                      |   | 2007       |  | 2006
|Distributions declared                       |  | $                           |           |                           | $ |           |  | $    | 1,560      |  | $ | 1,249     
|Weighted average number of Units outstanding |  |                             | 12,478,676 |                           |   | 12,490,076 |  |      | 12,478,676 |  |   | 12,490,076
|                                             |  |                             |            |                           |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                           |           |                           | $ |           |  | $    | 0.13       |  | $ | 0.10      
|                                             |  |                             |            |                           |   |            |  |      |            |  |   |           



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

Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-QSB, which are not historical facts, may
be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Investors are cautioned not to attribute undue certainty to these forward-looking
statements, which speak only as of the date of this Form 10-QSB. We undertake no obligation to publicly release any revisions to these forward- looking statements to reflect events or circumstances after the date of this Form 10-QSB or to reflect
the occurrence of unanticipated events, other than as required by law.

Capital Resources and Liquidity

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

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

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

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

As of June 30, 2007, the Partnership had cumulatively borrowed $65 million on a non-recourse
basis with a remaining unpaid balance of $48 thousand. Non-recourse debt payments match the rental income received from the underlying leases and therefore do not represent cash outflows for the Partnership. Borrowings are generally non-recourse to
the Partnership, that is, the only recourse of the lender upon a default by the lessee on the underlying lease will be to the equipment or corresponding lease acquired with the loan proceeds. The General Partner does not anticipate any future
non-recourse borrowings on behalf of the Partnership.

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

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

At June 30, 2007 the Partnership had no commitments to purchase leased assets.

Cash Flows

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

Operating Activities

During the three months ended
June 30, 2007 and 2006, the Partnerships primary source of cash from operations has been rents from operating leases. The Partnerships cash flows were also impacted by changes in certain operating assets and liabilities. Cash
provided by operating activities totaled $198 thousand and $778 thousand for the three months ended June 30, 2007 and 2006, respectively. The decline in cash balances was primarily a result of increased payments made against accounts payable
and accrued liabilities and increased levels of accounts receivable offset, in part, by the quarter over quarter difference in operating results, adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense.



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The increase in payments made against accounts payable and accrued liabilities reduced cash flow by $589 thousand and was
caused by the timing of inestimable third party vendor invoices. Similarly, cash flow was reduced by $208 thousand as a result of the quarter of quarter increase in accounts receivable. Offsetting these decreases was a $203 thousand increase in cash
inflow resulting from the difference in year over year results, adjusted for non-cash items. Operating results increased due to an increase in operating lease revenue combined with a decrease in costs reimbursed to AFS.

Investing Activities

The Partnership has been in the liquidation
phase of its lifecycle and has been selling equipment as leases terminate. Accordingly, the main source of cash from investing activities has been proceeds from the sales of lease assets. Proceeds such sales are not expected to be consistent from
one period to another as the sales of lease assets are subject to various factors such as the timing of lease terminations, market demand and the condition and uniqueness of the assets subject to sale. Cash provided by investing activities was $168
thousand and $117 thousand for the three months ended June 30, 2007 and 2006, respectively. The increase was due to the quarter over quarter increase in proceeds from sales of lease assets totaling $50 thousand.

Financing Activities

During the three months ended June 30,
2007 and 2006, the Partnerships sole financing activity was the repayment of its non-recourse debt. Cash used to pay such debt totaled $24 thousand and $21 thousand for the three months ended June 30, 2007 and 2006, respectively.

The six months ended June 30, 2007 versus the six months ended June 30, 2006

Operating Activities

During the six months ended June 30, 2007
and 2006, the Partnerships primary source of cash from operations has been rents from operating leases. The Partnerships cash flows were also impacted by changes in certain operating assets and liabilities. Cash provided by operating
activities totaled $793 thousand and $999 thousand for the first six months of 2007 and 2006, respectively. The year over year net decrease in cash balances was primarily a result of increased payments made against accounts payable and accrued
liabilities partially offset by the year over year difference in operating results, adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense.

The increase in payments made against accounts payable and accrued liabilities reduced cash flow by $379 thousand and was caused by the timing of inestimable third party vendor invoices. The year over year improvement
in operating results, adjusted for non-cash items, increased cash flow by $108 thousand. Operating results increased due to an increase in operating lease revenue combined with a decrease in costs reimbursed to AFS.

Investing Activities

During the six months ended June 30, 2007
and 2006, the main source of cash from investing activities has been proceeds from the sales of lease assets. Cash provided by investing activities was $271 thousand and $213 thousand for the six months ended June 30, 2007 and 2006,
respectively. The increase in cash flow was primarily due to a year over year increase in proceeds from sales of lease assets totaling $55 thousand.

Financing Activities

During the six months ended June 30, 2007 and 2006, the Partnerships financing activities consisted of
repaying debt and paying distributions to the General Partner and Limited Partners. Cash used in financing activities totaled $1.6 million and $1.3 million for the six months ended June 30, 2007 and 2006, respectively. The increase in cash used
was mainly due to the $311 thousand increase in distributions paid to Limited Partners in the first quarter of 2007. The distributions were based on available cash net of any short-term payables and reserves as determined by the General Partner.



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Results of Operations

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

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

The Partnership had net income of $190 thousand for the second quarter of 2007 compared to a net loss of $15 thousand for the second
quarter of 2006. The results for the second quarter of 2007 reflect increases in both total revenues and operating expenses when compared to the second quarter of 2006.

Revenues

Total revenues were $920 thousand and $678 thousand for the second quarters ended June 30, 2007 and
2006, respectively. The growth in total revenues was primarily a result of increases in operating lease revenue and gains on sales of lease assets.

Operating lease revenue increased by $174 thousand during the second quarter of 2007 when compared to the same period in 2006 on higher rents caused by increased railcar activity. During the second quarter of 2007, the Company recognized a
gain of $33 thousand on sales of equipment under operating leases that terminated during the quarter. This compares to a loss of $44 thousand recorded on sales of lease assets during the second quarter of 2006.

Expenses

Total expenses were relatively flat at $730 thousand for
the second quarter of 2007, as compared to $693 thousand for the same period in 2006, as increases in expenses such as depreciation and professional fees were mostly offset by declines in costs reimbursed to AFS and railcar maintenance costs.

Depreciation during the second quarter of 2007 increased by $79 thousand when compared to the same period in 2006 due to adjustments made to the recorded
residual values of certain railcars under lease renewals. Similarly, professional fees increased by $78 thousand due to additional costs incurred related to the restatements of prior year financials.

Offsetting the above increases were quarter over quarter declines in costs reimbursed to AFS and maintenance expense totaling $88 thousand and $57 thousand,
respectively. Costs reimbursed to AFS declined due to a decrease in administrative expenses resulting from a decline in assets under management. Railcar maintenance costs declined due primarily to the timing of required repairs on the Companys
aging railcar portfolio.

The six months ended June 30, 2007 versus the six months ended June 30, 2006

The Partnership had net income of $401 thousand and $296 for the first six months of 2007 and 2006, respectively.

Revenues

Total revenues were $1.9 million and $1.7 million the six
month periods ended June 30, 2007 and 2006, respectively. The growth in total revenues was a result of increases in operating lease revenue and gains on sales of lease assets.

Operating lease revenue increased by $103 thousand during the first half of 2007 when compared to the same period in 2006. The increase was primarily due to higher rents resulting from increased railcar activity on
lease renewals. The Company recognized a gain of $75 thousand on sales of equipment under operating leases that were terminated during the first half of 2007. This compares to a loss of $2 thousand recognized on lease assets sold during the same
period in 2006.

Expenses

Total expenses were $1.5
million and $1.4 million for the six months ended June 30, 2007 and 2006, respectively. The increase in expenses was primarily due to increases in depreciation, professional fees and railcar maintenance expense offset by declines in costs
reimbursed to AFS and provision for doubtful accounts.



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Depreciation, railcar maintenance expense and professional fees during the first half of 2007 increased by $122 thousand,
$59 thousand and $39 thousand, respectively, when compared to the first half of 2006. The increase in depreciation was a result of adjustments made to recorded residual values to equal values associated with railcars under lease renewals. Railcar
maintenance expense increased due to timing of required repairs, while professional fees increased due to costs related to the restatement of prior year financial statements.

The aforementioned increases were offset by year over year decreases in costs reimbursed to AFS and the provision for doubtful accounts totaling $168 thousand and $42 thousand, respectively. Costs reimbursed to AFS
declined due to a decrease in administrative expenses resulting from a decline in assets under management. Railcar maintenance costs declined due primarily to the timing of required repairs on the Companys aging railcar portfolio. The decrease
to the provision for doubtful accounts reflects an adjustment made to reduce the reserve as payments were received on delinquent invoices that had been previously reserved.



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##### Table of Contents

|Item 3. | Controls and procedures.
|------- | ------------------------

Evaluation of disclosure
controls and procedures

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

The Partnership does not control the financial reporting process, and is dependent on the
General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles. The General Partners disclosure controls and procedures over the timeliness of the
financial statement close process were determined to be ineffective and constitute a material weakness in internal control over financial reporting.

Changes in internal control

The General Partner has reviewed the above noted material weakness and believes that the following
corrective actions taken as a whole will address the material weakness in its disclosure controls and procedures described above.



| |  |  | We have aggressively recruited experienced professionals to augment and upgrade our financial staff to address issues of timeliness in financial reporting even
during periods when we are preparing filings for the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the
staff is trained and the current surge of regulatory reports have been completed, we cannot assure with certainty that these steps will be sufficient.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The General Partner believes that the following corrective actions taken as a whole have addressed, and mitigated, one of the material weaknesses noted in its disclosure controls and procedures listed in its
previously filed Form 10-QSB as of its fiscal quarter ended March 31, 2007:



| |  |  | With regard to identifying and estimating liabilities in the correct periods, the General Partner has performed a detailed review to identify and record the
liabilities, in the correct period. A standardized quarterly review process has been implemented to ensure the identification and estimation of the liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



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##### Table of Contents

PART II. OTHER INFORMATION



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

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



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

Inapplicable.



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

Inapplicable.



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

Inapplicable.



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

Inapplicable.



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

Documents filed as a part of this report



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

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



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



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Dean L. Cash                                         
|     | 
|31.2 |  | Certification of Paritosh K. Choksi                                   
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



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##### Table of Contents

SIGNATURES

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

Date: August 13, 2007

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 General Partner
|    | 
|By: |  | /s/ Paritosh K. Choksi                                               
|    |  | Paritosh K. Choksi Principal Financial
Officer of Registrant         



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