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 September 30, 2002

                  |_|     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 0-28368

                      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



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

                                                  2002              2001
                                                  ----              ----
Cash and cash equivalents                          $ 909,095          $ 701,012

Accounts receivable, net of allowance for
   doubtful accounts of $881,254 in 2002
   and $861,254 in 2001                            4,314,609          7,200,988

Investments in leases                             35,492,874         57,939,842
                                            ----------------- ------------------
Total assets                                    $ 40,716,578       $ 65,841,842
                                            ================= ==================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $ 4,935,180       $ 21,712,993

Line of credit                                     4,500,000          4,500,000

Accounts payable:
   General Partner                                    81,591            208,687
   Other                                             629,059            585,993

Accrued interest payable                             264,963            762,476

Unearned operating lease income                       73,604             63,013
                                            ----------------- ------------------
Total liabilities                                 10,484,397         27,833,162

Partners' capital                                 30,232,181         38,008,680
                                            ----------------- ------------------
Total liabilities and partners' capital         $ 40,716,578       $ 65,841,842
                                            ================= ==================




                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Nine Months Ended                    Three Months Ended
                                                        September 30,                        September 30,
                                                        -------------                        -------------
                                                   2002               2001               2002              2001
                                                   ----               ----               ----              ----
Revenues:
Leasing activities:
<S>                                                <C>               <C>                <C>                <C>
   Operating leases                                $ 9,167,662       $ 13,073,075       $ 2,358,251        $ 4,169,938
   Direct financing leases                             108,728            137,175            19,095             44,512
   Gain (loss) on sales of assets                    1,627,349           (199,824)        1,985,088              5,076
Interest                                                 5,238             45,814             2,246              6,693
Other                                                   55,477              9,929            23,300                972
                                             ------------------ ------------------ ----------------- ------------------
                                                    10,964,454         13,066,169         4,387,980          4,227,191
Expenses:
Depreciation and amortization                        5,659,155          6,778,965         2,082,102          1,988,925
Interest expense                                     1,165,528          1,697,518           239,831            521,831
Cost reimbursements to General Partner                 609,801            733,052           212,115            328,132
Equipment and incentive management fees to
   General Partner                                     606,950            643,301           192,360            188,608
Other                                                  394,122            383,795           126,161             91,110
Railcar maintenance                                    245,688            236,381            34,605             98,098
Professional fees                                       98,681            100,700             6,214             23,610
Provision for doubtful accounts                         20,000                  -                 -                  -
                                             ------------------ ------------------ ----------------- ------------------
                                                     8,799,925         10,573,712         2,893,388          3,240,314
                                             ------------------ ------------------ ----------------- ------------------
Net income                                         $ 2,164,529        $ 2,492,457       $ 1,494,592          $ 986,877
                                             ================== ================== ================= ==================

Net income:
   General Partner                                    $ 98,626           $ 24,925          $ 32,785            $ 9,869
   Limited Partners                                  2,065,903          2,467,532         1,461,807            977,008
                                             ------------------ ------------------ ----------------- ------------------
                                                   $ 2,164,529        $ 2,492,457       $ 1,494,592          $ 986,877
                                             ================== ================== ================= ==================

Net income per limited partnership unit                 $ 0.17             $ 0.20            $ 0.12             $ 0.08

Weighted average number of Units outstanding        12,493,401         12,500,050        12,490,076         12,500,050
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 2002

                                   (Unaudited)

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

<S>                                            <C>              <C>                        <C>       <C>
Balance December 31, 2001                      12,500,050       $ 38,008,680               $ -       $ 38,008,680
Repurchase of limited partnership units            (9,974)            (3,907)                              (3,907)
Distributions to partners                                         (9,838,495)          (98,626)        (9,937,121)
Net income                                                         2,065,903            98,626          2,164,529
                                        ------------------ ------------------ ----------------- ------------------
Balance September 30, 2002                     12,490,076       $ 30,232,181               $ -       $ 30,232,181
                                        ================== ================== ================= ==================
</TABLE>


                             See accompanying notes.


                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended                    Three Months Ended
                                                                     September 30,                        September 30,
                                                                     -------------                        -------------
                                                                2002               2001               2002              2001
                                                                ----               ----               ----              ----
Operating activities:
<S>                                                             <C>                <C>               <C>                  <C>
Net income                                                      $ 2,164,529        $ 2,492,457       $ 1,494,592          $ 986,877
Adjustment to reconcile net income to cash
   provided by operating activities:
   Depreciation and amortization                                  5,659,155          6,778,965         2,082,102          1,988,925
   (Gain) loss on sales of assets                                (1,627,349)           199,824        (1,985,088)            (5,076)
   Provision for doubtful accounts                                   20,000                  -                 -                  -
   Changes in operating assets and liabilities:
      Accounts receivable                                        (1,933,621)        (4,204,342)         (378,125)        (1,935,448)
      Accounts payable, General Partner                            (127,096)          (128,431)         (315,561)            36,327
      Accounts payable, other                                        43,066             18,650           177,505           (212,384)
      Accrued interest payable                                      491,562            824,009           116,398            240,506
      Unearned lease income                                          10,591            (58,778)           24,810            (14,416)
                                                          ------------------ ------------------ ----------------- ------------------
Net cash provided by operations                                   4,700,837          5,922,354         1,216,633          1,085,311
                                                          ------------------ ------------------ ----------------- ------------------
</TABLE>





                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS
                                   (CONTINUED)

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                    Three Months Ended
                                                                     September 30,                        September 30,
                                                                     -------------                        -------------
                                                                2002               2001               2002              2001
                                                                ----               ----               ----              ----
Investing activities:
<S>                                                             <C>                <C>               <C>                  <C>
Proceeds from sales of assets                                    18,180,818          2,183,842        17,710,782            240,759
Reduction in net investment in direct financing
   leases                                                           234,344            225,273            60,813             72,225
Purchases of equipment on operating leases                                -             (5,452)                -                  -
                                                          ------------------ ------------------ ----------------- ------------------
Net cash provided by investing activities                        18,415,162          2,403,663        17,771,595            312,984
                                                          ------------------ ------------------ ----------------- ------------------

Financing activities:
Repayments of non-recourse debt                                 (12,966,888)        (3,207,705)      (11,773,451)          (667,139)
Distributions to Partners                                        (9,937,121)        (9,961,135)       (3,311,384)        (3,281,066)
Borrowings under line of credit                                   6,000,000          4,000,000         1,500,000          2,000,000
Repayments of borrowings under line of credit                    (6,000,000)        (1,000,000)       (5,000,000)                 -
Repurchase of limited partnership units                              (3,907)                 -                 -                  -
                                                          ------------------ ------------------ ----------------- ------------------
Net cash used in financing activities                           (22,907,916)       (10,168,840)      (18,584,835)        (1,948,205)
                                                          ------------------ ------------------ ----------------- ------------------
Net increase (decrease) in cash and cash
   equivalents                                                      208,083         (1,842,823)          403,393           (549,910)
Cash and cash equivalents at beginning of
   period                                                           701,012          1,947,276           505,702            654,363
                                                          ------------------ ------------------ ----------------- ------------------
Cash and cash equivalents at end of period                        $ 909,095          $ 104,453         $ 909,095          $ 104,453
                                                          ================== ================== ================= ==================


Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                        $ 1,663,041        $ 2,277,844       $ 1,112,508        $ 1,685,660
                                                          ================== ================== ================= ==================

Supplemental disclosure of non-cash
   transactions:
Offset of accounts receivable and debt service
   per lease and debt agreement:
Accrued interest payable                                         $ (989,075)       $(1,404,335)              $ -                $ -
Non-recourse debt                                                (3,810,925)        (3,395,665)                -                  -
                                                          ------------------ ------------------ ----------------- ------------------
Accounts receivable                                            $ (4,800,000)       $(4,800,000)              $ -                $ -
                                                          ================== ================== ================= ==================
</TABLE>



                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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          Reclass-           Balance
                                            December 31,       Amortization       ifications &      September 30,
                                                2001             of Leases        Dispositions          2002
                                                ----             ---------        ------------          ----
<S>                                             <C>                <C>              <C>                <C>
Net investment in operating leases              $55,447,510        $(5,182,187)     $(18,592,894)      $ 31,672,429
Equipment held for sale or lease                  1,134,488                  -         2,054,925          3,189,413
Net investment in direct financing leases           921,543           (234,344)          (15,500)           671,699
Initial direct costs, net of accumulated
   amortization                                     590,149           (476,968)                -            113,181
Residual interests                                   34,161                  -                 -             34,161
Reserve for losses                                 (188,009)                 -                 -           (188,009)
                                          ------------------ ------------------ ----------------- ------------------
                                                $57,939,842        $(5,893,499)     $(16,553,469)      $ 35,492,874
                                          ================== ================== ================= ==================
</TABLE>


                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                           Balance                                                                     Balance
                                         December 31,     Acquisitions, Dispositions & Reclassifications            September 30,
                                                          ----------------------------------------------
                                             2001            1st Quarter        2nd Quarter       3rd Quarter           2002
                                             ----            -----------        -----------       -----------           ----
<S>                                         <C>                <C>                 <C>              <C>                <C>
Transportation                              $ 82,924,093       $ (1,174,264)       $(2,942,406)     $(17,435,545)      $ 61,371,878
Construction                                  19,955,096                  -                  -        (8,228,090)        11,727,006
Materials handling                            10,062,364           (586,841)          (501,012)         (218,564)         8,755,947
Office automation                              1,503,725                  -                  -                 -          1,503,725
Other                                          1,330,971           (489,233)            (5,500)            5,500            841,738
                                      ------------------- ------------------ ------------------ ----------------- ------------------
                                             115,776,249         (2,250,338)        (3,448,918)      (25,876,699)        84,200,294
Less accumulated depreciation                (60,328,739)          (184,861)          (590,641)        8,576,376        (52,527,865)
                                      ------------------- ------------------ ------------------ ----------------- ------------------
                                            $ 55,447,510       $ (2,435,199)       $(4,039,559)     $(17,300,323)      $ 31,672,429
                                      =================== ================== ================== ================= ==================
</TABLE>

All of the property on leases was acquired in 1995, 1996 and 1997.

At September 30, 2002,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                               Direct
                                           Operating          Financing
                                            Leases             Leases             Total
<S>                                          <C>                   <C>            <C>
Three months ending December 31, 2002        $ 1,142,121           $ 76,617       $ 1,218,738
        Year ending December 31, 2003          7,351,951            184,227         7,536,178
                                 2004          1,700,544            110,823         1,811,367
                                 2005          1,434,165             98,760         1,532,925
                                 2006            357,193             98,760           455,953
                           Thereafter                  -             98,760            98,760
                                       ------------------ ------------------ -----------------
                                             $11,985,974          $ 667,947      $ 12,653,921
                                       ================== ================== =================
</TABLE>







                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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
6.37% to 15.54%.

Future minimum principal  payments of non-recourse debt as of September 30, 2002
are as follows:

<TABLE>
<CAPTION>
                                           Principal          Interest            Total
<S>                                            <C>                 <C>              <C>
Three months ending December 31, 2002          $ 125,803           $ 12,771         $ 138,574
        Year ending December 31, 2003          4,439,115            560,641         4,999,756
                                 2004            109,054             26,870           135,924
                                 2005             79,916             18,844            98,760
                                 2006             86,868             11,892            98,760
                           Thereafter             94,424              4,336            98,760
                                       ------------------ ------------------ -----------------
                                             $ 4,935,180          $ 635,354       $ 5,570,534
                                       ================== ================== =================
</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  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:

<TABLE>
<CAPTION>
                                                                                      2002              2001
                                                                                      ----              ----
<S>                                                                                    <C>                <C>
Cost reimbursements to General Partner                                                 $ 609,801          $ 733,052

Incentive  management  fees  (computed  as 3.25% of  distributions  of cash from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% 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).                         606,950            643,301
                                                                                ----------------- ------------------
                                                                                     $ 1,216,751        $ 1,376,353
                                                                                ================= ==================
</TABLE>





                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


5.  Related party transactions (continued):

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 actual  costs  incurred  on  behalf of the  Partnership  or 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.


6. Partner's capital:

As of  September  30,  2000,  12,490,076  Units  ($124,900,760)  were issued and
outstanding.  The Fund is authorized to issue up to 12,500,050 Units,  including
the 50 Units issued to the initial limited partners.

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% of Distributions of Cash from Operations to the Limited Partners,
1% of  Distributions of Cash from Operations to the General Partner and 3.25% 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, 3.25% of remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.



                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires  on June 28,  2004.  As of  September  30,  2002,  borrowings  under the
facility were as follows:

Amount  borrowed by the Partnership under the acquisition
     facility                                                    $   4,500,000
Amounts borrowed by affiliated partnerships and limited
     liability companies under the acquisition facility             17,400,000
                                                             ------------------
Total borrowings under the acquisition facility                     21,900,000
Amounts borrowed by the General Partner and its sister
     corporation under the warehouse facility                                -
                                                             ------------------
Total outstanding balance                                         $ 21,900,000
                                                             ==================

Total available under the line of credit                          $ 43,654,928
Total outstanding balance                                          (21,900,000)
                                                             ------------------
Remaining availability                                            $ 21,754,928
                                                             ==================

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  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 2002.















                                       11
<PAGE>

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

Capital Resources and Liquidity

In 2002  and  2001,  our  primary  activity  was  equipment  leasing  and  sales
activities.

Our primary  source of liquidity  during the first nine months of 2001 was lease
rents.  Our primary source of liquidity during the first nine months of 2002 was
lease rents and proceeds from the sales of lease assets. Our liquidity 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,  we  have  contractual  obligations  with  a
diversified  group of lessees  which  consist  primarily of fixed lease terms at
fixed rental  amounts.  As the initial lease terms  expire,  we will re-lease or
sell the equipment.  Our future liquidity beyond the contractual minimum rentals
will depend on our 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  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires  on June 28,  2004.  As of  September  30,  2002,  borrowings  under the
facility were as follows:

Amount  borrowed by the Partnership under the acquisition
     facility                                                    $   4,500,000
Amounts borrowed by affiliated partnerships and limited
     liability companies under the acquisition facility             17,400,000
                                                             ------------------
Total borrowings under the acquisition facility                     21,900,000
Amounts borrowed by the General Partner and its sister
     corporation under the warehouse facility                                -
                                                             ------------------
Total outstanding balance                                         $ 21,900,000
                                                             ==================

Total available under the line of credit                          $ 43,654,928
Total outstanding balance                                          (21,900,000)
                                                             ------------------
Remaining availability                                            $ 21,754,928
                                                             ==================

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  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

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

We currently have available adequate reserves to meet contingencies,  but in the
event  those  reserves  were  found to be  inadequate,  we would  likely be in a
position to borrow against our current portfolio to meet such  requirements.  We
envision no such requirements for operating purposes.

As of September 30, 2002, we had borrowed  $100,521,405  with a remaining unpaid
balance of $4,935,180.  We expect 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.

We do not expect to make  commitments of capital other than for the  acquisition
of additional equipment. As of September 30, 2002, we had made no commitments of
this type .

If inflation in the general economy becomes significant, it may affect the us in
that the residual  (resale)  values and rates on re-leases of our leased  assets
may increase as the costs of similar assets increase. However, our 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 we 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.  Our leases  already in
place, for the most part, would not be affected by changes in interest rates.

2002 vs. 2001:

In 2002 and 2001,  lease  rents were our primary  source of cash from  operating
activities.  Our lease rents have declined as a result of lease terminations and
asset sales over the last year.



                                       12
<PAGE>

Our only sources of cash from  investing  sources was proceeds from the sales of
assets and direct  financing  lease  rents.  Proceeds  from sales of such assets
increased by  $15,996,976  compared to 2001.  Most of the proceeds from sales in
2002 resulted from the sales of assets on lease to Mobil  Corporation and Tarmac
America.  Our only investing use of cash in 2001 was payments on the purchase of
assets on operating leases. There were none in 2002.

In 2001, our only financing source of cash was borrowings on the line of credit.
Proceeds from sales of assets of  approximately  $11,680,000  were used to repay
non-recourse debt. The debt had been used to finance the original acquisition of
a  portion  of the  assets  sold  in the  third  quarter.  Other  repayments  of
non-recourse debt have decreased as a result of scheduled debt payments.

Results of operations

For the nine month periods,  our operations resulted in net income of $2,164,529
in 2002 and $2,492,457 in 2001. For the three month periods, operations resulted
in net income of $1,494,592 in 2002 and $986,877 in 2001.  Our primary source of
revenues is from operating leases.

Over the last year, we have sold some of our operating lease assets.  Some other
leases  have been  terminated.  These  lease  terminations  and asset sales have
caused  operating  lease  revenues to decrease for both the nine and three month
periods when compared to 2001.

Our depreciation expense has declined by $1,402,954 compared to 2001. The
decreases were the result of asset sales over the last year.

Non-recourse  debt balances were reduced in 2002 compared to 2001 as a result of
scheduled and unscheduled  (see above) debt payments.  This led to the reduction
of  interest  expense of  $531,990  in 2002  compared to 2001 for the nine month
period and $282,000 for the three month period.

Internal Controls

As of September 30, 2002, an evaluation was performed  under the supervision and
with the  participation of the Partnership's  management,  including the CEO and
CFO of the General Partner,  of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures.  Based on that evaluation,
the Partnership's management,  including the CEO and CFO of the General Partner,
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective as of September 30, 2002.  There have been no  significant  changes in
the Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to September 30, 2002.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against any of its assets.

Quaker Coal Company:

On December 31, 1997, Quaker Coal Company (the Debtor), one of the Partnership's
lessees,  requested a moratorium on lease  payments  from January  through March
1998.  No lease  payments  were made by the lessee  through June 1998,  and as a
result,  the General Partner  declared the lease in default.  Subsequently,  the
lessee cured the outstanding payments and eventually satisfied substantially all
lease  payments due under the lease;  however,  the General  Partner  refused to
waive the default and insisted on contractual damages. The General Partner filed
a suit against the lessee for its contractual damages in the U.S. District Court
of Northern  California  (the  "Court").  On June 16, 2000, the lessee filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The Partnership  succeeded upon securing the return of its equipment,  which has
been  liquidated.  The  Court  issued a ruling  on March 4,  2001,  denying  the
Partnership's  claim for damages.  The Debtor subsequently filed a claim against
the Partnership,  for  reimbursement of its legal expenses.  The General Partner
believes  the Court's  decision is  erroneous  as a matter law, and has filed an
appeal of the decision in the U.S. District Court of Appeals.

The Debtor  filed a plan of  reorganization,  which was  objected  to by several
large  creditors,  including  the General  Partner.  These  creditors  were also
seeking a formal  role on the  creditors  committee  or  formation  of their own
committee.

Upon the termination of the Debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001. The results of the vote were that,  another of the  creditor's,
American  Electric  Power's  ("AEP")  Plan of  Reorganization  ("AEP  Plan") was
successful.  Under the AEP Plan, the claim of the  Partnership has been assigned
to a  liquidating  trustee for  resolution  and  satisfaction  from the Debtor's
estate.



                                       13
<PAGE>

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
Debtor's   liquidating  trustee  in  the  amount  of  $1.2  million  in  partial
satisfaction of the Partnership's  claim,  although this claim amount remains in
dispute.  Currently,  the likelihood of recovery of amounts above the payment of
the lease rent and the  liquidation of the equipment  already  received  remains
speculative and highly uncertain.

Elkay Mining Company:

On December 17, 1999, Elkay Mining Company, a subsidiary of The Pittston Company
(the Guarantor) , filed a suit for declaratory relief in response to a notice of
event of default sent by the Partnership. The dispute surrounds the treatment by
the  lessee of a defect in the leased  equipment,  and the  lessee's  failure to
notify that lessor of the defect in the equipment. All lease payments under that
lease  were  made  in a  timely  manner,  and the  equipment  was  returned  and
liquidated by the Partnership for $112,501.04,  which is approximately 6% of the
original  equipment cost. The Partnership  believes that it has suffered damages
and loss as a result of actions of the lessee, in the amount of $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated damages due under the lease.

This matter has been  litigated  and the decision  from the Court was adverse to
the  Partnership as to the very narrow issue whether an Event of Default existed
as  declared  by the  Partnership  (for the  failure of the lessee to notify the
Partnership of the material  defect of in the  equipment.)  Notwithstanding  the
adverse ruling,  the Partnership has two additional  bases for default:  (i) the
failure by the lessee to satisfy the  maintenance  and return  conditions of the
lease,  and (ii) the  relocation  by the  lessee of the  equipment  without  the
lessor's consent..

The General Partner has filed a suit and for  arbitration  against the Guarantor
in San Francisco, as mandated by the lease. The General Partner believes that it
has a reasonable  basis for  prevailing  with  respect to this matter,  and will
aggressively assert its claims.

Applied Magnetics Corporation:

In January 2000, Applied Magnetics Corporation (the Debtor) filed for protection
from creditors  under Chapter 11 of the U. S.  Bankruptcy  Code. The Partnership
had assets with a total net book value of $5,113,290 leased to Applied Magnetics
Corporation  at the  bankruptcy  filing date.  On January 31, 2000,  the General
Partner was  appointed to the Official  Committee  of  Unsecured  Creditors  and
served as the Chairperson of the Committee.  Procedures were quickly  undertaken
for the  liquidation  of the  Partnership's  leased  equipment,  which  proceeds
resulted in the  satisfaction of a portion of the  non-recourse  debt secured by
the equipment. As of November 1, 2000, liquidation of the assets was completed.

The debtor filed a Plan of Reorganization (the "Plan"),  which was approved by a
vote of the creditors of the debtor in October 2001.  The Plan provided that the
debtor change its name to  "Integrated  Micro-Technology",  and enter into a new
line of business, the manufacture and production of "micro-machines". As part of
the Plan, the Partnership,  along with the other unsecured creditors, receives a
proportionate  share of their unsecured  claims, in the form of ownership shares
and warrants in the newly formed business. The success of this new business plan
is highly uncertain.

On February 13, 2002, the reorganized  Debtor filed a notice of objection to the
Funds claim due to duplication and an improper liquidated damages provision. The
Fund disputed this and, as of July 26, 2002,  agreement has been reached between
the Fund and  Debtor as to the  amount of the  Fund's  claim,  and the  Debtor's
objection to the Fund's claim was withdrawn.

The Partnership  anticipates  additional amounts may be recoverable  through its
equity interests in the reorganized  lessee's business,  however, any recoveries
above the amounts received upon liquidation of the  Partnership's  equipment are
highly uncertain and speculative.

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.



                                       14
<PAGE>

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, September 30, 2002 and December 31, 2001.

          Statement  of changes in  partners'  capital for the nine month period
          ended September 30, 2002.

          Statements  of  operations  for the nine and three month periods ended
          September 30, 2002 and 2001.

          Statements  of cash flows for the nine and three month  periods  ended
          September 30, 2002 and 2001.

          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



                                       15
<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:
November 7, 2002

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



             By: ATEL Financial Corporation
                 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
                                     Executive Vice President of
                                     Managing Member and Principal
                                     financial officer of registrant





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



                                       16
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:      November 7, 2002



  /s/ PARITOSH K. CHOKSI
--------------------------------------
Paritosh K. Choksi
Principal financial officer of registrant, Executive
Vice President of General Partner


                                       17
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund VI, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:      November 7, 2002



  /s/ DEAN L. CASH
--------------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner


                                       18
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  report on Form 10Q of ATEL Cash  Distribution
Fund VI, LP,  (the  "Partnership")  for the period  ended June 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:      November 7, 2002



  /s/ DEAN L. CASH
--------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  report on Form 10Q of ATEL Cash  Distribution
Fund VI, LP,  (the  "Partnership")  for the period  ended June 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:      November 7, 2002



  /s/ PARITOSH K. CHOKSI
--------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal financial officer of registrant


                                       19
<PAGE>