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, 1998

               |_|      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


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


                                     ASSETS

                                                   1998              1997
                                                   ----              ----
Cash and cash equivalents                            $234,003          $739,701

Accounts receivable                                 7,596,083        10,694,629

Investments in leases                             136,667,878       158,856,251
                                             ----------------- -----------------
Total assets                                     $144,497,964      $170,290,581
                                             ================= =================


                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $67,718,110       $77,647,591

Line of credit                                      4,100,000         8,750,000

Accounts payable:
   General Partner                                    248,198           314,358
   Equipment purchases                                255,252           255,252
   Other                                              545,638           415,660

Accrued interest payable                            1,422,623         4,108,922

Unearned operating lease income                       690,284           524,363
                                             ----------------- -----------------
Total liabilities                                  74,980,105        92,016,146
Partners' capital:
     General Partner                                 (377,227)         (254,015)
     Limited Partners                              69,895,086        78,528,450
                                             ----------------- -----------------
Total partners' capital                            69,517,859        78,274,435
                                             ----------------- -----------------
Total liabilities and partners' capital          $144,497,964      $170,290,581
                                             ================= =================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1998
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                       September 30,
                                                                    -------------                       -------------
                                                                1998              1997               1998              1997
                                                                ----              ----               ----              ----
Revenues:
   Leasing activities:
<S>                                                             <C>              <C>                 <C>               <C>       
      Operating leases                                          $26,712,867      $26,544,273         $8,469,248        $8,885,718
      Direct financing leases                                       108,287          187,966             39,786            62,366
      Gain (loss) on sales of assets                                851,569           27,454             56,380           (32,659)
Interest                                                             20,507           16,956              3,527             3,276
Other                                                                13,571            6,847              3,850             5,380
                                                          ------------------ ----------------  -----------------------------------
                                                                 27,706,801       26,783,496          8,572,791         8,924,081
Expenses:
Depreciation and amortization                                    19,971,865       20,562,503          6,459,827         6,786,438
Interest expense                                                  4,932,006        5,941,242          1,479,946         1,648,873
Administrative cost reimbursements to General
   Partner                                                          308,672          330,520            123,143           139,548
Equipment and incentive management fees to
   General Partner                                                1,038,051        1,129,257            406,681           430,829
Other                                                               554,496          616,231            187,830           186,656
Professional fees                                                    55,276           78,417             33,524            30,573
Provision for losses                                                 97,528          178,594                  -                 -
                                                          ------------------ ----------------  -----------------------------------
                                                                 26,957,894       28,836,764          8,690,951         9,222,917
                                                          ------------------ ----------------  -----------------------------------
Net income (loss)                                                  $748,907      ($2,053,268)         ($118,160)        ($298,836)
                                                          ================== ================  ===================================


Net income (loss):
   General Partner                                                    7,489          (20,533)            (1,182)           (2,988)
   Limited Partners                                                 741,418       (2,032,735)          (116,978)         (295,848)
                                                          ------------------ ----------------  -----------------------------------
                                                                   $748,907      ($2,053,268)         ($118,160)        ($298,836)
                                                          ================== ================  ================= =================


Net income (loss) per Limited Partnership Unit                        $0.06           ($0.16)            ($0.01)           ($0.02)

Weighted average number of Units outstanding                     12,500,050       12,500,050         12,500,050        12,500,050
</TABLE>

                             See accompanying notes.
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1998

                                   (Unaudited)

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

<S>                                <C>             <C>                  <C>             <C>        
Balance December 31, 1997          12,500,050      $78,528,450          ($254,015)      $78,274,435
Distributions to partners                           (9,374,782)          (130,701)       (9,505,483)
Net income                                             741,418              7,489           748,907
                            ------------------ ----------------  -----------------------------------
Balance September 30, 1998         12,500,050      $69,895,086          ($377,227)      $69,517,859
                            ================== ================  ================= =================
</TABLE>




                             See accompanying notes.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                       September 30,
                                                                    -------------                       -------------
                                                                1998              1997               1998              1997
                                                                ----              ----               ----              ----
Operating activities:
Net income (loss)                                                  $748,907      ($2,053,268)         ($118,160)        ($298,836)
<S>                                                              <C>              <C>                 <C>               <C>      
Adjustment to reconcile net income to cash
   provided by operating activities:
   Depreciation and amortization                                 19,971,865       20,562,503          6,459,827         6,786,438
   Loss (gain) on sales of assets                                  (851,569)         (27,454)           (56,380)           32,659
   Provision for losses                                              97,528          178,594                  -                 -
   Changes in operating assets and liabilities:
      Accounts receivable                                         3,098,546       (1,291,640)          (692,453)        1,676,732
      Accounts payable, General Partner                             (66,160)         278,906            187,466           138,448
      Accounts payable, other                                       129,978              239         (1,021,374)           87,917
      Accrued interest payable                                   (2,686,299)       1,316,551            151,057          (165,069)
      Unearned lease income                                         165,921          130,966            (76,586)         (115,296)
                                                          ------------------ ----------------  ----------------- -----------------
Net cash provided by operations                                  20,608,717       19,095,397          4,833,397         8,142,993
                                                          ------------------ ----------------  ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                                -       (1,338,943)                 -                 -
Purchases of equipment on direct financing leases                         -          (94,469)                 -           (60,654)
Reduction in net investment in direct financing
   leases                                                           320,815          452,614             62,545           153,413
Proceeds from sales of assets                                     2,649,734          153,956            341,268           (48,704)
                                                          ------------------ ----------------  ----------------- -----------------
Net cash used in investing activities                             2,970,549         (826,842)           403,813            44,055
                                                          ------------------ ----------------  ----------------- -----------------
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                             STATEMENT OF CASH FLOWS
                                   (CONTINUED)

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1998


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                       September 30,
                                                                    -------------                       -------------
                                                                1998              1997               1998              1997
                                                                ----              ----               ----              ----
Financing activities:
<S>                                                             <C>              <C>                 <C>               <C>        
Borrowings under line of credit                                   1,200,000        1,210,974          1,200,000           750,000
Repayments of borrowings under line of credit                    (5,850,000)     (10,059,231)                 -                 -
Proceeds of non-recourse debt                                     4,199,995       10,686,017                  -                 -
Repayments of non-recourse debt                                 (14,129,476)     (11,442,747)        (3,849,401)       (6,139,112)
Payment of syndication costs to General Partner                           -          (41,174)                 -                 -
Distributions to Partners                                        (9,505,483)      (9,413,075)        (3,223,726)       (3,126,924)
                                                          ------------------ ----------------  ----------------- -----------------
Net cash (used in) provided by financing
   activities                                                   (24,084,964)     (19,059,236)        (5,873,127)       (8,516,036)
                                                          ------------------ ----------------  ----------------- -----------------
Net (decrease) increase in cash and cash
   equivalents                                                     (505,698)        (790,681)          (635,917)         (328,988)
Cash and cash equivalents at beginning of
   period                                                           739,701        1,123,336            869,920           661,643
                                                          ------------------ ----------------  ----------------- -----------------
Cash and cash equivalents at end of period                         $234,003         $332,655           $234,003          $332,655
                                                          ================== ================  ================= =================


Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                         $7,618,305       $5,941,242         $1,328,889        $1,648,873
                                                          ================== ================  ================= =================
</TABLE>








                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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 Fund or the General Partner on
behalf  of the Fund,  will  incur  costs in  connection  with the  organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the  Fund  is  limited  by  certain  provisions  in  the  Agreement  of  Limited
Partnership.

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,
                                             1997             Additions         of Leases        Dispositions          1998
                                             ----             ---------         ---------        ------------          ----
<S>                                         <C>                    <C>          <C>                 <C>              <C>         
Net investment in operating
   leases                                   $152,814,493                        ($19,308,182)         ($582,731)     $132,923,580
Net investment in direct financing
   leases                                      2,850,933                            (320,815)        (1,240,075)        1,290,043
Equipment held for sale or lease                 428,609                                   -             24,641           453,250
Residual interests                               379,551                                   -                  -           379,551
Initial direct costs, net of
   accumulated amortization of
   $933,369 in 1996 and
   $2,094,732 in 1997                          3,070,223                            (663,683)                 -         2,406,540
Reserve for losses                              (687,558)          ($97,528)               -                  -          (785,086)
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                            $158,856,251           ($97,528)    ($20,292,680)       ($1,798,165)     $136,667,878
                                      =================== ================== ================  ================= =================
</TABLE>

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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,
                                             1997            1st Quarter       2nd Quarter       3rd Quarter           1998
                                             ----            -----------       -----------       -----------           ----
<S>                                         <C>                 <C>              <C>                <C>              <C>         

Transportation                              $100,087,024           ($17,306)                          ($198,171)      $99,871,547
Construction                                  32,643,774                  -                                   -        32,643,774
Manufacturing                                 30,738,706                  -                            (662,265)       30,076,441
Materials handling                            18,710,808                  -                             (17,929)       18,692,879
Office automation                             13,068,112                  -        ($720,666)          (381,850)       11,965,596
Miscellaneous                                  3,683,663                  -                -                  -         3,683,663
Communications                                   658,185                  -                -                  -           658,185
Medical                                          343,409                  -                -                  -           343,409
Food processing                                  317,520                  -                -                  -           317,520
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                             200,251,201            (17,306)        (720,666)        (1,260,215)      198,253,014
Less accumulated depreciation                (47,436,708)        (6,569,949)      (5,846,307)        (5,476,470)      (65,329,434)
                                      ------------------- ------------------ ----------------  ----------------- -----------------
                                            $152,814,493        ($6,587,255)     ($6,566,973)       ($6,736,685)     $132,923,580
                                      =================== ================== ================  ================= =================
</TABLE>

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

At September 30, 1998,  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, 1998         $5,721,526          $97,734         $5,819,260
        Year ending December 31, 1999         26,886,972          305,788         27,192,760
                                 2000         20,556,629          245,719         20,802,348
                                 2001         11,051,910          149,766         11,201,676
                                 2002          4,396,635          112,480          4,509,115
                           Thereafter         19,299,184          493,800         19,792,984
                                       ------------------ ----------------  -----------------
                                             $87,912,856       $1,405,287        $89,318,143
                                       ================== ================  =================
</TABLE>





                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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
6.33% to 12.23%.

Future minimum principal  payments of non-recourse debt as of September 30, 1998
are as follows:

<TABLE>
<CAPTION>
                                                              Principal         Interest            Total
<S>                                                             <C>              <C>                <C>        

                   Three months ending December 31, 1998         $2,595,657         $703,839         $3,299,496
                           Year ending December 31, 1999         18,593,974        5,176,561         23,770,535
                                                    2000         15,889,562        3,714,499         19,604,061
                                                    2001          8,834,243        2,531,010         11,365,253
                                                    2002          5,755,960        1,831,550          7,587,510
                                              Thereafter         16,048,714        5,544,714         21,593,428
                                                          ------------------ ----------------  -----------------
                                                                $67,718,110      $19,502,173        $87,220,283
                                                          ================== ================  =================
</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>
                                                                                                     1998              1997
                                                                                                     ----              ----
<S>                                                                                                  <C>               <C>       
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).                                     $1,038,051        $1,129,257

Administrative cost reimbursements to General Partner                                                   308,672           330,520

Reimbursement of other syndication costs                                                                      -            41,174
                                                                                               ----------------- -----------------
                                                                                                     $1,346,723        $1,500,951
                                                                                               ================= =================
</TABLE>


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.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


5.  Related party transactions (continued):

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


6. Partner's capital:

As of  September  30, 1997,  112,500,050  Units  ($125,000,500)  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%  (95.75%  after June 30,  1995) of  Distributions  of Cash from
     Operations  to the  Limited  Partners,  1% of  Distributions  of Cash  from
     Operations to the General  Partner and 4% (3.25% after June 30, 1995) to an
     affiliate of the General Partner as Incentive Management Compensation,  99%
     of  Distributions of Cash from Sales or Refinancing to the Limited Partners
     and 1% of Cash from Sales or Refinancing to the General Partner.

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

     Third,  an  affiliate  of the General  Partner  will  receive as  Incentive
     Management  Compensation,  4% (3.25% after June 30, 1995) of remaining Cash
     from Sales or Refinancing.

     Fourth, the balance to the Limited Partners.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on November 28,  1998.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At September 30, 1998, the  Partnership  had $4,100,000 of borrowings  under the
line of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 1998. At September 30, 1998, $32,612,740 was available under this agreement.



<PAGE>

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

Capital Resources and Liquidity

In 1998,  the  Partnership's  primary  activity was equipment  leasing and sales
activities.

The  Partnership's  primary source of liquidity  during the first nine months of
1998 was lease rents.  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 which consist  primarily of fixed lease terms at
fixed rental amounts.  As the initial lease terms expire,  the Partnership  will
re-lease or sell the  equipment.  The future  liquidity  beyond the  contractual
minimum  rentals will depend on the General  Partner's  success in re-leasing or
selling the equipment as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on November 28, 1998.

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.

As of September  30, 1998,  the  Partnership  had borrowed  $100,521,405  with a
remaining  unpaid  balance of  $67,718,110.  The General  Partner  expects  that
aggregate  borrowings  in the future will not exceed 50% of aggregate  equipment
cost. In any event, the Agreement of Limited  Partnership limits such borrowings
to 50% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  There were no such  commitments as of
September 30, 1998.

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

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


<PAGE>

1998 vs. 1997:

In 1998 and 1997, lease rents were the Partnership's  primary source of cash. In
both years,  cash from operating  activities was almost  entirely from operating
lease rents.

Proceeds from the sales of assets and direct financing lease rents were the only
investing  sources of cash.  Proceeds  from sales of such  assets  increased  by
$2,495,778  compared to 1997. The primary  investing use of cash in 1997 was the
purchase of assets on operating and direct financing leases.

In 1998 and 1997,  financing sources of cash consisted of borrowings on the line
of credit and proceeds of  non-recourse  debt.  Non-recourse  debt proceeds were
used to repay outstanding balances on the line of credit.


Results of operations

Operations  resulted  in net  income  of  $748,907  for the  nine  months  ended
September  30, 1998  compared to a net loss of  $2,053,268  in 1997.  Operations
resulted in a net loss of $118,160 in 1998  compared to $298,836 in 1997 for the
three  month  periods.  The  Partnership's  primary  source of  revenues is from
operating leases.

Operating  lease revenues  increased by less than one percent for the nine month
period compared to 1997.

Depreciation  expense has  declined by $590,638  compared to 1997 as a result of
asset sales over the last year.

Non-recourse debt and line of credit balances have been reduced in 1998 compared
to 1997.  In the nine  month  period  in 1997,  these  two  types of debt had an
average combined balance of about $92,000,000.  In 1998, the average balance was
about  $79,000,000.  This  has  led to the  reduction  of  interest  expense  of
$1,009,236 in 1998 compared to 1997.


Other

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.


<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                    (a) Documents filed as a part of this report

                      1. Financial Statements

                         Included in Part I of this report:

                         Balance  Sheets,  September  30, 1998 and  December 31,
                         1997.

                         Statement of changes in partners'  capital for the nine
                         month period ended September 30, 1998.

                         Statements of  operations  for the nine and three month
                         periods ended September 30, 1998 and 1997.

                         Statements  of cash flows for the nine and three  month
                         periods ended September 30, 1998 and 1997.

                         Notes to the Financial Statements

                      2. Financial Statement Schedules

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

                    (b)  Report on Form 8-K

                         None




<PAGE>

                                   SIGNATURES


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

Date:
November 10, 1998

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



                                  By: ATEL Financial Corporation
                                      General Partner of Registrant




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




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





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





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