Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934.
                  For the quarterly period ended March 31, 2003

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

                        Commission File Number 000-28368

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

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

     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|

The number of Limited  Partnership  Units  outstanding  as of March 31, 2003 was
12,490,076

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                                             2003              2002
                                                                             ----              ----
<S>                                                                         <C>                 <C>
Cash and cash equivalents                                                   $ 1,184,870         $ 861,707

Accounts receivable, net of allowance for doubtful accounts of $280,000
   in 2003 and $861,254 in 2002                                                 855,760         4,572,615

Investments in leases                                                        27,709,436        29,191,076
                                                                       ----------------- -----------------
Total assets                                                               $ 29,750,066      $ 34,625,398
                                                                       ================= =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                             $ 518,107       $ 4,853,239

Lines of credit                                                               4,600,000         5,100,000

Accounts payable:
   General Partner                                                              163,752            29,145
   Other                                                                        848,388           570,779

Accrued interest payable                                                          3,113           395,555

Unearned operating lease income                                                 211,801            69,132
                                                                       ----------------- -----------------
Total liabilities                                                             6,345,161        11,017,850
Partners' capital:
     General Partner                                                                  -                 -
     Limited Partners                                                        23,404,905        23,607,548
                                                                       ----------------- -----------------
Total partners' capital                                                      23,404,905        23,607,548
                                                                       ----------------- -----------------
Total liabilities and partners' capital                                    $ 29,750,066      $ 34,625,398
                                                                       ================= =================
</TABLE>



                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
Revenues:                                                        2003              2002
                                                                 ----              ----
   Leasing activities:
<S>                                                             <C>               <C>
      Operating leases                                          $ 2,436,898       $ 3,255,804
      Direct financing leases                                       212,663            53,906
      Loss on sales of assets                                       (71,983)         (283,280)
Interest                                                              1,066             1,948
Other                                                                13,830               894
                                                           ----------------- -----------------
                                                                  2,592,474         3,029,272
Expenses:
Depreciation and amortization                                       996,538         1,782,960
Equipment and incentive management fees to General Partner          184,564           311,165
Interest expense                                                    183,128           515,222
Cost reimbursements to General Partner                              171,747           218,529
Professional fees                                                    25,160            59,891
Recovery of doubtful accounts                                      (367,099)                -
Other                                                               190,561           167,949
                                                           ----------------- -----------------
                                                                  1,384,599         3,055,716
                                                           ----------------- -----------------
Net income (loss):                                              $ 1,207,875         $ (26,444)
                                                           ================= =================

Net income (loss):
   General Partner                                                 $ 46,866          $ 33,017
   Limited Partners                                               1,161,009           (59,461)
                                                           ----------------- -----------------
                                                                $ 1,207,875         $ (26,444)
                                                           ================= =================

Net income (loss) per Limited Partnership Unit                      $ 0.093          $ (0.005)
Weighted average number of Units outstanding                     12,490,076        12,500,050
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                             Limited Partners       General
                                Units              Amount           Partner            Total
<S>                              <C>              <C>                    <C>          <C>
Balance December 31, 2002        12,490,076       $ 23,607,548          $      -      $ 23,607,548
Distributions to partners                 -         (1,363,652)          (46,866)       (1,410,518)
Net income                                -          1,161,009            46,866         1,207,875
                           -----------------  ----------------- ----------------- -----------------
Balance March 31, 2003           12,490,076       $ 23,404,905          $      -      $ 23,404,905
                           =================  ================= ================= =================
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                                             2003              2002
                                                                                  ----              ----
<S>                                                                              <C>                 <C>
Net income (loss):                                                               $ 1,207,875         $ (26,444)
Adjustment to reconcile net income (loss) to cash provided by
   operating activities;
   Depreciation and amortization                                                     996,538         1,782,960
   Loss on sales of assets                                                            71,983           283,280
   Recovery of doubtful accounts                                                    (367,099)                -
   Changes in operating assets and liabilities:
      Accounts receivable                                                           (716,046)         (262,269)
      Accounts payable, General Partner                                              134,607            75,477
      Accounts payable, other                                                        277,609          (128,111)
      Accrued interest payable                                                       130,592           244,547
      Unearned lease income                                                          142,669            50,477
                                                                            ----------------- -----------------
Net cash provided by operations                                                    1,878,728         2,019,917
                                                                            ----------------- -----------------

Investing activities:
Proceeds from sales of assets                                                        102,124           362,449
Reduction of net investment in direct financing leases                               310,995            55,841
                                                                            ----------------- -----------------
Net cash provided by investing activities                                            413,119           418,290
                                                                            ----------------- -----------------

Financing activities:
Distributions to partners                                                         (1,410,518)       (3,314,186)
Repayments of non-recourse debt                                                      (58,166)         (843,222)
Repayments of borrowings under line of credit                                       (500,000)                -
Borrowings under line of credit                                                            -         2,000,000
                                                                            ----------------- -----------------
Net cash used in financing activities                                             (1,968,684)       (2,157,408)
                                                                            ----------------- -----------------

Net increase (decrease) in cash and cash equivalents                                 323,163          (280,799)

Cash and cash equivalents at beginning of period                                     861,707           701,012
                                                                            ----------------- -----------------
Cash and cash equivalents at end of period                                       $ 1,184,870         $ 981,811
                                                                            ================= =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                            $ 52,536         $ 270,675
                                                                            ================= =================

Supplemental disclosure of non-cash transactions:
Offset of accounts receivable and debt service per lease and debt agreement:
Accrued interest payable                                                          $ (523,034)       $ (989,075)
Non-recourse debt                                                                 (4,276,966)       (3,810,925)
                                                                            ----------------- -----------------
Accounts receivable                                                              $(4,800,000)      $(4,800,000)
                                                                            ================= =================
</TABLE>
                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.  The
unaudited interim financial statements reflect all adjustments which are, in the
opinion of the General  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 financial statements and notes
thereto  contained  in the report on Form 10-K for the year ended  December  31,
2002, filed with the Securities and Exchange Commission.


2.  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.

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.

ATEL Financial Services,  LLC, an affiliated entity, acts as the General Partner
of the Partnership.


3.  Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                                 Depreciation
                                                                Balance          Expense and        Reclassi-          Balance
                                                              December 31,       Amortization     fications and       March 31,
                                                                  2002            of Leases        Dispositions          2003
                                                                  ----            ---------      - -------------         ----
<S>                                                             <C>                  <C>              <C>              <C>
Net investment in operating leases                              $ 26,371,335         $ (985,046)      $(3,126,107)     $ 22,260,182
Net investment in direct financing leases                          4,108,968           (310,995)           (4,650)        3,793,323
Assets held for sale or lease                                      3,406,389                  -        (1,868,282)        1,538,107
Residual interests                                                    34,159                  -                 -            34,159
Reserve for losses                                                (4,824,932)                 -         4,824,932                 -
Initial direct costs, net of accumulated amortization
   of $694,219 in 2003 and $798,164 in 2002                           95,157            (11,492)                -            83,665
                                                            -----------------  ----------------- ----------------- -----------------
                                                                $ 29,191,076        $(1,307,533)       $ (174,107)     $ 27,709,436
                                                            =================  ================= ================= =================
</TABLE>



                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                             Reclassi-          Balance
                                December 31,       Depreciation     fications and       March 31,
                                    2002             Expense         Dispositions          2003
                                    ----             -------       - -------------         ----
<S>                               <C>                  <C>              <C>              <C>
Transportation                    $ 49,393,031         $        -         $ 164,326      $ 49,557,357
Construction                        11,727,006                  -                 -        11,727,006
Materials handling                   8,317,703                  -        (1,014,540)        7,303,163
Office automation                    1,298,837                  -          (469,923)          828,914
Other                                  759,867                  -          (397,251)          362,616
Manufacturing                           78,484                  -                 -            78,484
                              -----------------  ----------------- ----------------- -----------------
                                    71,574,928                  -        (1,717,388)       69,857,540
Less accumulated depreciation      (45,203,593)          (985,046)       (1,408,719)      (47,597,358)
                              -----------------  ----------------- ----------------- -----------------
                                  $ 26,371,335         $ (985,046)      $(3,126,107)     $ 22,260,182
                              =================  ================= ================= =================
</TABLE>

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

At March 31, 2003, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                              Direct
                                         Operating          Financing
                                           Leases             Leases            Total
<S>                                        <C>                  <C>             <C>
Nine months ending December 31, 2003       $ 2,143,637          $ 609,569       $ 2,753,206
       Year ending December 31, 2004         1,928,336          3,919,823         5,848,159
                                2005         1,507,444             98,760         1,606,204
                                2006           353,853             98,760           452,613
                                2007                 -             98,760            98,760
                                      -----------------  ----------------- -----------------
                                           $ 5,933,270        $ 4,825,672      $ 10,758,942
                                      =================  ================= =================
</TABLE>

Direct financing leases:

As of March 31, 2003, investment in direct financing leases consists of railroad
locomotives and ground support equipment.  The following lists the components of
the Company's investment in direct financing leases as of March 31, 2003:

Total minimum lease payments receivable                             $ 4,825,672
Estimated residual values of leased equipment (unguaranteed)            179,132
                                                               -----------------
Investment in direct financing leases                                 5,004,804
Less unearned income                                                 (1,211,481)
                                                               -----------------
Net investment in direct financing leases                           $ 3,793,323
                                                               =================




                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (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 12.22%.

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

<TABLE>
<CAPTION>
                                         Principal           Interest           Total
<S>                                          <C>                 <C>              <C>
Nine months ending December 31, 2003         $ 147,844           $ 26,594         $ 174,438
       Year ending December 31, 2004           109,054             26,870           135,924
                                2005            79,916             18,844            98,760
                                2006            86,868             11,892            98,760
                                2007            94,425              4,336            98,761
                                      -----------------  ----------------- -----------------
                                             $ 518,107           $ 88,536         $ 606,643
                                      =================  ================= =================
</TABLE>


5.  Related party transactions:

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

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



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


5.  Related party transactions (continued):

During the three  month  periods  ended  March 31,  2003 and 2002,  the  General
Partner and/or Affiliates earned fees, commissions and reimbursements,  pursuant
to the Limited Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                                                      2003              2002
                                                                                      ----              ----
<S>                                                                                    <C>               <C>
Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement)                        $ 184,564         $ 311,165

Costs reimbursed to General Partner                                                      171,747           218,529
                                                                                ----------------- -----------------
                                                                                       $ 356,311         $ 529,694
                                                                                ================= =================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,191,292   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of March 31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                     $     4,600,000
Amounts borrowed by affiliated partnerships and limited
   liability  companies under the acquisition facility               12,600,000
                                                               -----------------
Total borrowings under the acquisition facility                      17,200,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                               -----------------
Total outstanding balance                                       $    17,200,000
                                                               =================

Total available under the line of credit                        $    56,191,292
Total outstanding balance                                           (17,200,000)
                                                               -----------------
Remaining availability                                          $    38,991,292
                                                               =================

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 March 31,
2003.







                                       9
<PAGE>

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-Q,
which  are  not  historical  facts,  may  be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-Q.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

During the first quarter of 2003 and 2002, the  Partnership's  primary  activity
was engaging in equipment leasing activities.  During those same periods in 2003
and 2002, the Partnership's primary source of liquidity was rents from operating
leases.

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

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates in a $56,191,292 revolving line of credit comprised of an acquisition
facility and a warehouse  facility) with a financial  institution  that includes
certain financial covenants.  The line of credit expires on June 28, 2004. As of
March 31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                     $     4,600,000
Amounts borrowed by affiliated partnerships and limited
   liability  companies under the acquisition facility               12,600,000
                                                               -----------------
Total borrowings under the acquisition facility                      17,200,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                               -----------------
Total outstanding balance                                       $    17,200,000
                                                               =================

Total available under the line of credit                        $    56,191,292
Total outstanding balance                                           (17,200,000)
                                                               -----------------
Remaining availability                                          $    38,991,292
                                                               =================

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

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

Through  March  31,  2003,  the  Partnership  had  borrowed  $100,521,405  on  a
non-recourse basis. As of that date, $518,107 remained outstanding.  The General
Partner  expects that aggregate  borrowings in the future will not exceed 50% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 50% of the total cost of equipment, in aggregate.

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.



                                       10
<PAGE>

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.

Cash Flows

During the first quarters of 2003 and 2002, the Partnership's  primary source of
cash from  operating  activities  was rents  from  operating  leases.  Cash from
operating  activities  was almost  entirely from  operating  lease rents in both
quarters.

Proceeds from the sales of assets and direct financing lease rents accounted for
as reductions of the  Partnership's  net investment in direct  financing  leases
were the only investing  sources of cash during the three months ended March 31,
2003 and 2002.  Proceeds  from sales of lease  assets  decreased  from  $362,449
during the three months ended March 31, 2002 to $102,123 during the three months
ended March 31, 2003. Proceeds from sales of lease assets are not expected to be
consistent  from  one year to  another.  Revenues  from  direct  finance  leases
increased  by $158,757 to $212,663  from  $53,906  during the three months ended
March 31, 2003 and 2002,  respectively.  This was due to the reclassification of
assets to a direct finance lease.

During the three  months  ended  March 31,  2003 and 2002,  the  single  largest
financing use of cash was distributions to limited partners.  The amount of such
distributions  decreased from $3,314,186 during the three months ended March 31,
2002 to  $1,377,370  during the three months ended March 31, 2003 because of the
change  in  frequency  of  our   distributions.   Effective   January  1,  2003,
distributions  are now on an annual  basis as opposed to a monthly or  quarterly
basis. As a result of scheduled debt payments, certain notes have been paid off.
This  decrease in overall  indebtedness  has led to an overall  reduction in the
amounts of cash used to repay debt during the three  months ended March 31, 2002
compared to the three months ended March 31, 2003.

Under the terms of a wrap lease and the related  non-recourse debt agreement the
annual lease  payments are offset against the annual debt service  payment.  The
agreement  is  structured  so that the amounts of the two  payments are equal to
each other in each year of the agreement. A right of offset was established as a
part of the agreement.

In addition,  $2,000,000  was borrowed  under the  Partnership's  line of credit
during the three months  ended March 31, 2002 which was used to meet  short-term
cash requirements.  There were no comparable  borrowings during the three months
ended  March 31,  2003.  The annual  lease and debt  payments  (due in the first
quarter of each year) were $4,800,000.

Results of operations

Operations  resulted in net income of  $1,207,875  during the three months ended
March 31, 2003  compared to a net loss of $26,444  during the three months ended
March 31, 2002. The Partnership's  primary source of revenues was from operating
leases in both years.  Operating  lease  revenues  declined as a result of lease
maturities and sales of the underlying lease assets over the last year.

During the quarter  ended March 31, 2003,  a portion of the accounts  receivable
which had been reserved as of December 31, 2002, were collected.  As a result, a
portion of the amounts previously recorded as an allowance for doubtful accounts
was recorded as a recovery of provisions for doubtful accounts.

Sales of lease assets  during the three months ended March 31, 2003  resulted in
losses of $71,983,  a decrease of $211,297  compared to the comparable period in
2002. The amounts of such gains and losses is not expected to be consistent from
one year to another.

Interest  expense has been reduced from  $515,222  during the three months ended
March 31, 2002 to $183,128  during the three  months ended March 31, 2003 due to
scheduled payments on the Partnership's  non-recourse debt and due to reductions
of the amounts borrowed under the line of credit.

Depreciation  expense has decreased from $1,740,319 in 2002 to $985,046 in 2003.
Depreciation is related to operating lease assets. The amount of such assets has
decreased from $115,776,249 at January 1, 2002 to $69,857,541 at March 31, 2003.
As operating leases mature and the assets are sold, operating lease revenues and
depreciation expense will continue to decrease.


Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate  line of  credit  is  repaid.  As of March  31,  2003,  there was
$4,600,000 outstanding on the floating rate line of credit.



                                       11
<PAGE>

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into interest rate swaps.  As of March 31, 2003, no swaps
or other derivative  financial  instruments  were held by the  Partnership.  The
Partnership  does  not  hold  or  issue  derivative  financial  instruments  for
speculative purposes.

Item 4.  Controls and procedures.

Internal Controls

As of March 31, 2003, 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 March 31, 2003.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect internal controls subsequent to March 31, 2003.

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation  date, nor were there any significant  deficiencies
or material weaknesses in our internal controls.

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, an evaluation of the  effectiveness of the design and operation
of the  Partnership's  disclosure  controls and procedures,  as defined in Rules
240.13a-14(c)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this  evaluation,  the CEO and CFO of the General
Partner  concluded that, as of the evaluation date, our disclosure  controls and
procedures were effective for the purposes of recording, processing, summarizing
and timely reporting  information  required to be disclosed by us in the reports
that we file under the Securities Exchange Act of 1934 and that such information
is  accumulated  and  communicated  to our  management  in order to allow timely
decisions regarding required disclosure.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving  the  Partnership  but  which  do not  represent  claims  against  the
Partnership or 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 Debtor through June 1998,
and  as  a  result,   the  General  Partner   declared  the  lease  in  default.
Subsequently, the Debtor 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 Debtor for its  contractual  damages in
the U.S.  District Court of Northern  California  (the "Court").  The amounts of
these  damages have not been included in the  financial  statements  included in
Part I, Item 1 of this report. On June 16, 2000, the Debtor filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.

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 in 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.  (See  discussion
below).

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
(i.e.,  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.



                                       12
<PAGE>

In January 2002, the  Partnership  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.  In January 2003, the Federal Appellate Court in San Francisco heard an
appeal of the lower Court's decision. The results of that appellate decision was
handed down in March of 2003 and was adverse to the Partnership's  position. The
Partnership  is currently  considering  requesting a rehearing of that decision.
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 the Partnership 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,  which was  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 of  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
Partnership's consent.

The General Partner has filed a suit and for  arbitration  against the Guarantor
in San  Francisco,  California,  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
Debtor 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 of the Partnership, which
was 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" (IMT), 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,
received  a  proportionate  share  of  their  unsecured  claims,  in the form of
ownership shares and warrants in the newly formed business.

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

On April 28, 2003,  the  Partnership  received  82,689 shares of IMT stock.  The
Partnership  anticipates  additional  amounts may be  recoverable  through  its'
equity interest in the reorganized  Debtor'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.



                                       13
<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, March 31, 2003 and December 31, 2002.

          Statement of Changes in Partners' Capital for the three months ended
               March 31, 2003.

          Statements of Operations for the three month periods ended March 31,
               2003 and 2002.

          Statements of Cash Flows for the three month periods ended March 31,
               2003 and 2002.

          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



                                       14
<PAGE>

                                   SIGNATURES


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

Date:
May 13, 2003

                      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
      Principal Financial Officer
      of Registrant




  By: /s/ Donald E. Carpenter
      ------------------------------------
      Donald E. Carpenter
      Principal Accounting
      Officer of Registrant


                                       15
<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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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  annual  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
     annual report (the "Evaluation Date"); and

     c) presented in this annual 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
annual 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:
May 13, 2003

/s/ Paritosh K. Choksi
------------------------------
Paritosh K. Choksi
Principal Financial Officer of Registrant, Executive
Vice President of General Partner


                                       16
<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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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  annual  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
     annual report (the "Evaluation Date"); and

     c) presented in this annual 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
annual 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:
May 13, 2003


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


                                       17
<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 10-Q of ATEL Cash  Distribution
Fund VI, LP, (the  "Partnership")  for the period  ended March 31, 2003 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:
May 13, 2003


/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 10-Q of ATEL Cash  Distribution
Fund VI, LP, (the  "Partnership")  for the period  ended March 31, 2003 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:
May 13, 2003


/s/ Paritosh K. Choksi
------------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal Financial Officer of Registrant

                                       18