Form 10K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      |X| Annual  report  pursuant to section 13 or 15(d) of the
                          Securities  Exchange Act of 1934 (no fee required) For
                          the Year Ended December 31, 1999
                                       OR
                      |_| Transition  report  pursuant to section 13 or 15(d) of
                          the Securities  Exchange Act of 1934 (no fee required)
                          For the transition period from ____ to ____

                        Commission File number 000-28368

                      ATEL Cash Distribution Fund VI, L.P.

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
        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 |_|

State the aggregate market value of voting stock held by  non-affiliates  of the
registrant. Inapplicable

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K  (ss.229.405)  is not  contained  herein,  and  will  not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|



                                       1
<PAGE>

                                     PART I

Item 1:  BUSINESS

General Development of Business

ATEL Cash  Distribution  Fund VI, L.P. (the  Partnership),  was formed under the
laws of the State of California in June 1994. The Partnership was formed for the
purpose  of  acquiring  equipment  to  engage  in  equipment  leasing  and sales
activities. The General Partner of the Partnership is ATEL Financial Corporation
(ATEL).

The  Partnership  conducted  a public  offering of  12,500,000  units of Limited
Partnership  Interest  (Units),  at a price of $10 per Unit. On January 3, 1995,
the  Partnership   commenced   operations  in  its  primary  business   (leasing
activities). As of November 23, 1996, the Partnership had received subscriptions
for  12,500,000  ($125,000,000)  Limited  Partnership  Units in  addition to the
Initial Limited Partners' Units and terminated its offering.

The Partnership's  principal objectives are to invest in a diversified portfolio
of  equipment  which will (i)  preserve,  protect  and return the  Partnership's
invested  capital;  (ii) generate  substantial  distributions to the partners of
cash  from  operations  and cash from  sales or  refinancing,  with any  balance
remaining after certain minimum  distributions to be used to purchase additional
equipment  during the  reinvestment  period,  ending December 31, 2002 and (iii)
provide  significant  distributions  following the reinvestment period and until
all  equipment  has been  sold.  The  Partnership  is  governed  by its  Limited
Partnership Agreement.

Narrative Description of Business

The  Partnership  has acquired and intends to acquire various types of equipment
and to lease such  equipment  pursuant to  "Operating"  leases and "Full Payout"
leases,  where  "Operating"  leases  are  defined  as being  leases in which the
minimum  lease  payments  during the initial  lease term do not recover the full
cost of the  equipment  and "Full  Payout"  leases  recover such cost. It is the
intention  of ATEL  that no more  than 50% of the  aggregate  purchase  price of
equipment will be subject to "Operating" leases upon final investment of the net
proceeds of the  offering  and that no more than 20% of the  aggregate  purchase
price  of  equipment  will be  invested  in  equipment  acquired  from a  single
manufacturer.

The Partnership only purchases equipment for which a lease exists or for which a
lease will be entered into at the time of the purchase.  During early 1997,  the
Partnership  completed its initial  acquisition stage with the investment of the
net proceeds  from the public  offering of Units.  As noted above,  however,  it
intends  to  continue  to invest  any cash flow in  excess  of  certain  amounts
required to be distributed to the Limited Partners in additional items of leased
equipment through December 31, 2002.

As of December 31, 1999, the  Partnership  had purchased  equipment with a total
acquisition price of $208,275,158.

The  Partnership's  objective  is to  lease a  minimum  of 75% of the  equipment
acquired  with the net  proceeds of the  offering  to lessees  which (i) have an
aggregate credit rating by Moody's Investor  Service,  Inc. of Baa or better, or
the credit  equivalent as determined by ATEL, with the aggregate rating weighted
to account  for the  original  equipment  cost for each item  leased or (ii) are
established  hospitals with histories of  profitability or  municipalities.  The
balance of the original  equipment  portfolio  may include  equipment  leased to
lessees  which,  although  deemed  creditworthy  by ATEL,  would not satisfy the
general  credit  rating  criteria  for the  portfolio.  In  excess of 75% of the
equipment  acquired  with the net  proceeds of the  offering  (based on original
purchase cost) had been leased to lessees with an aggregate credit rating of Baa
or better or to such hospitals or municipalities.

                                       2
<PAGE>

During 1999, 1998 and 1997 certain lessees generated significant portions of the
Partnership's total lease revenues as follows:

                                                            1999    1998   1997
                                                            ----    ----   ----
         Lessee                Type of Equipment
NEC Electronics                Semiconductor manufacturing   13%     12%    10%
Consolidated Rail Corporation  Locomotives & intermodal
                               containers                    11%     10%    10%

The equipment leasing industry is highly competitive.  Equipment  manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of  equipment.  The ability of the  Partnership  to keep the
equipment leased and/or operating and the terms of the acquisitions,  leases and
dispositions  of equipment  depends on various factors (many of which are not in
the control of ATEL or the  Partnership),  such as general economic  conditions,
including the effects of inflation or recession,  and fluctuations in supply and
demand for various  types of  equipment  resulting  from,  among  other  things,
technological and economic obsolescence.

ATEL will seek to limit the amount invested in equipment to any single lessee to
not more than 20% of the aggregate purchase price of equipment owned at any time
during the reinvestment period.

The business of the Partnership is not seasonal.

The Partnership has no full time employees.

Equipment Leasing Activities:

Through December 31, 1999, the Partnership has disposed of certain leased assets
as set forth below:

                            Original
                         Equipment Cost,                         Excess of
         Type of            Excluding                           Rents Over
        Equipment        Acquisition Fees     Sale Price        Expenses *
        ---------        ----------------     ----------        ----------
Transportation               $ 7,482,267        $ 4,105,578       $ 5,982,147
Office automation              6,268,303            978,686         5,281,783
Manufacturing                    652,232            240,000           397,992
Construction                     465,037            216,367           368,001
Mining                           428,466             80,000           833,678
Materials handling               251,309            101,500           218,184
Railcars                         200,479            191,303            14,316
Containers                       164,399            169,344            22,426
Other                            103,752             41,247            40,512
                         ----------------   ----------------  ----------------
                             $16,016,244        $ 6,124,025       $13,159,039
                         ================   ================  ================

                          * Includes only those expenses directly related to the
production of the related rents.

                                       3
<PAGE>

The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 1999 and
the industries to which the assets have been leased.

                                  Purchase price excluding   Percentage of total
       Asset types                    acquisition fees           acquisitions
       -----------                    ----------------           ------------
Transportation, rail cars                 $ 39,275,195                   18.86%
Manufacturing                               30,469,834                   14.63%
Transportation, other                       24,476,511                   11.75%
Materials handling                          24,043,881                   11.54%
Railroad locomotives                        22,353,332                   10.73%
Transportation, intermodal
   containers                               21,694,688                   10.42%
Mining equipment                            18,557,225                    8.91%
Office automation                           13,824,024                    6.64%
Construction                                 9,259,221                    4.45%
Other                                        4,321,247                    2.07%
                                       ----------------         ----------------
                                         $ 208,275,158                  100.00%
                                       ================         ================

                                  Purchase price excluding   Percentage of total
   Industry of lessee                 acquisition fees           acquisitions
   ------------------                 ----------------           ------------
Transportation, rail                      $ 55,950,904                   26.86%
Electronics manufacturing                   29,030,626                   13.94%
Business services                           28,360,969                   13.62%
Mining                                      24,793,242                   11.90%
Transportation, other                       23,217,066                   11.15%
Manufacturing, other                        18,922,229                    9.09%
Oil & gas                                   16,535,633                    7.94%
Communications                               5,282,291                    2.54%
Other                                        6,182,198                    2.96%
                                       ----------------         ----------------
                                         $ 208,275,158                  100.00%
                                       ================         ================

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1999,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  Item  8,   Financial   Statements  and
Supplementary Data.

Item 2.  PROPERTIES

The  Partnership  does not own or lease any real  property,  plant or materially
important  physical  properties  other than the equipment  held for lease as set
forth in Item 1.


Item 3.  LEGAL PROCEEDINGS

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998. No lease  payments were made through
June of 1998. As a result,  the General  Partner  declared the lease in default.
Subsequently,  the lessee made the outstanding  payments,  however,  the General
Partner  refused to waive the default and insisted on additional  damages in the
range of  $1,428,000  to  $1,743,000.  The General  Partner  sued the lessee for
damages and is currently  awaiting judgement from the court. The General Partner
believes  that an  adverse  ruling  would  not  have a  material  impact  on the
operations  of the  Partnership.  The  amounts  of these  damages  have not been
included in the financial statements included in Item 8 of this report.

                                       4
<PAGE>

In January 2000,  Applied  Magnetics  Corporation,  a lessee of the Partnership,
filed for  protection  from creditors  under Chapter 11 of the U. S.  Bankruptcy
Act. The Partnership has assets with a total net book value of $5,113,290 leased
to Applied Magnetics  Corporation.  On January 31, 2000, the General Partner was
appointed to the Official Committee of Unsecured Creditors. Procedures are under
way for the liquidation of the Partnership's leased equipment.  The Committee is
also  evaluating:  (i) a liquidation of the lessee's assets to pay off creditors
or (ii)  receiving  an equity stake in a new venture  undertaken  by the lessee.
Recoveries by the Partnership,  resulting from this default,  are fairly certain
in  the  range  of  10% to 20%  due  to  the  liquidation  of the  Partnership's
equipment.  Recoveries  above  this  amount  are more  uncertain;  however,  the
Partnership  anticipates an additional 6% to 15% to be  recoverable  through the
liquidation or  reorganization  of the lessee's  business.  Any recoveries above
these amounts are highly uncertain and speculative. See Note 10 to the financial
statements included in Item 8 of this report.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.


                                             PART II

Item 5.  MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS
              AND RELATED MATTERS

Market Information

The Units are transferable  subject to restrictions on transfers which have been
imposed under the securities  laws of certain  states.  However,  as a result of
such restrictions, the size of the Partnership and its investment objectives, to
the General Partner's knowledge,  no established public secondary trading market
has developed and it is unlikely  that a public  trading  market will develop in
the future.

Holders

As of December 31, 1999, a total of 6,656 investors were record holders of Units
in the Partnership.

Dividends

The  Partnership  does not make  dividend  distributions.  However,  the Limited
Partners of the  Partnership are entitled to certain  distributions  as provided
under the Limited Partnership Agreement.

The rate for monthly  distributions  from 1999  operations was $0.0875 per Unit.
The  distributions  were made in  February  1999  through  December  1999 and in
January 2000. For each quarterly  distribution  (made in April, July and October
1999 and in January 2000) the rate was $0.2625 per Unit. Distributions were from
1999 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

The rate for monthly  distributions  from 1998  operations was $0.0833 per Unit.
The  distributions  were made in  February  1998  through  December  1998 and in
January 1999. For each quarterly  distribution  (made in April, July and October
1998 and in January 1999) the rate was $0.25 per Unit.  Distributions  were from
1998 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

                                       5
<PAGE>

The rate for monthly  distributions  from 1997  operations was $0.0833 per Unit.
The  distributions  were made in  February  1997  through  December  1997 and in
January 1998. For each quarterly  distribution  (made in April, July and October
1997 and in January 1998) the rate was $0.25 per Unit.  Distributions  were from
1997 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

ATEL shall have sole  discretion  in  determining  the amount of  distributions;
provided,  however, that the General Partner will not reinvest in equipment, but
will distribute,  subject to payment of any obligations of the Partnership, such
available  cash from  operations  and cash from sales or  refinancing  as may be
necessary  to cause total  distributions  to the Limited  Partners for each year
during the reinvestment period to equal the following amounts per unit: $1.00 in
1997 and 1998; $1.05 in 1999 and 2000; and $1.10 in 2001 and 2002.

Holders of Units may make the election  without charge to receive  distributions
on a monthly basis.

The following table presents summarized  information regarding  distributions to
Limited Partners:

<TABLE>
<CAPTION>
                                              1999             1998             1997            1996             1995
                                              ----             ----             ----            ----             ----
<S>                                              <C>               <C>             <C>             <C>              <C>
Distributions of net income (loss)               $ (0.07)          $ 0.06          $ (0.18)        $ (0.23)         $ (0.19)
Return of investment                                1.11             0.94             1.18            1.16             0.97
                                         ---------------- ---------------- -------------------------------- ----------------
Distributions per unit                              1.04             1.00             1.00            0.93             0.78
Differences due to timing of
   distributions                                    0.01             0.00             0.00            0.07             0.22
                                         ---------------- ---------------- -------------------------------- ----------------
Nominal distribution rates from above             $ 1.05           $ 1.00           $ 1.00          $ 1.00           $ 1.00
                                         ================ ================ ================================ ================
</TABLE>


Item 6.  SELECTED FINANCIAL DATA

The following  table  presents  selected  financial  data of the  Partnership at
December 31, 1999, 1998, 1997, 1996 and 1995. This financial data should be read
in  conjunction  with the financial  statements and related notes included under
Item 8 of this report.

<TABLE>
<CAPTION>
                                              1999             1998             1997            1996             1995
                                              ----             ----             ----            ----             ----
<S>                                         <C>             <C>              <C>             <C>                <C>
Gross revenues                               $34,400,228     $ 36,149,061     $ 36,485,165    $ 25,729,470      $ 6,444,037

Net income (loss)                             $ (906,676)       $ 710,923     $ (2,297,964)   $ (2,210,330)      $ (602,674)

Weighted average Units                        12,500,050       12,500,050       12,500,050       9,424,045        3,154,291

Net income (loss) per Unit, based on
   weighted average Units
   outstanding                                   $ (0.07)          $ 0.06          $ (0.18)        $ (0.23)         $ (0.19)

Distributions per Unit, based on
   weighted average Units
   outstanding                                    $ 1.04           $ 1.00           $ 1.00          $ 0.93           $ 0.78

Total Assets                                $110,704,998    $ 140,096,180    $ 170,290,581   $ 192,831,691      $96,883,645

Non-recourse Debt                            $46,490,585     $ 65,164,309     $ 77,647,591    $ 80,789,732        $ 836,181

Total Partners' Capital                      $52,207,752     $ 66,322,437     $ 78,274,435    $ 93,201,156      $50,576,037
</TABLE>


                                       6
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Capital Resources and Liquidity

The Partnership's public offering provided for a total maximum capitalization of
$125,000,000  and was  completed  as of  November  23,  1996.  As of  that  date
subscriptions had been received and accepted for $125,000,000.

The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases and proceeds of asset sales 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 and
proceeds from asset sales.

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 ATEL's  success in re-leasing or selling the equipment as it comes off
lease.

The  Partnership  participates  with ATEL and  certain  of its  affiliates  in a
$95,000,000  revolving line of credit with a financial institution that includes
certain financial covenants. The line of credit expires on April 30, 2000. As of
December 31, 1999, the Partnership had $8,350,000 of borrowings  under this line
of credit and the remaining availability was $21,857,103.

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 ATEL and providing
for cash  distributions  to the Limited  Partners.  At December  31,  1999,  the
Partnership had no commitments to purchase lease assets.

As of December 31, 1999,  all cash  balances  consisted of amounts  reserved for
distributions in January 2000, generated from operations in 1999.

The Partnership  currently has available adequate reserves to meet its immediate
cash requirements,  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.  ATEL envisions no such  requirements  for
operating purposes.

The  Partnership's  long-term  borrowings  are  generally  non-recourse  to  the
Partnership,  that is, the only  recourse of the lender is to the  equipment  or
corresponding lease acquired with the loan proceeds. ATEL expects that aggregate
borrowings in the future will be  approximately  40%-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.  The  Partnership may only
incur  additional  debt to the extent that the then  outstanding  balance of all
such debt,  including the additional  debt,  does not exceed 50% of the original
cost of the lease  assets  then  owned by the  Partnership,  including  any such
assets purchased with the proceeds of such additional debt.

The  Partnership  commenced  regular  distributions,  based on cash  flows  from
operations,  beginning with the month of January 1995. See Items 5 and 6 of this
report for additional information regarding the distributions.

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.
                                       7
<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

           1999 vs. 1998:

In 1999, the  Partnership's  primary source of cash was the rents from operating
leases.  Cash  flows  from  operations  decreased  from  $24,079,438  in 1998 to
$23,773,594  in 1999,  a  decrease  of  $305,844.  The  decrease  resulted  from
decreased operating lease rents.

In 1999,  sources of cash from investing  activities  consisted of proceeds from
sales of lease  assets and cash flows from  direct  financing  leases.  The cash
flows from direct  financing  leases decreased from $428,622 in 1998 to $255,610
in 1999 due to  reductions  in the balance of direct  finance  lease assets both
from  normal  amortization  of the leases  and from  sales of the lease  assets.
Proceeds  from asset sales  decreased  from  $3,357,017 in 1998 to $1,802,696 in
1999. Proceeds from sales of lease assets are not expected to be consistent from
one year to another.

In 1999, the only source of cash from financing  activities was borrowings under
the line of credit.  Distributions to the Limited Partners increased as a result
of an increase in the per Unit  distribution  rate effective with  distributions
made starting in February  1999 (see Item 5 of this report).  Repayments of debt
increased slightly (from $15,747,720 in 1998 to $15,977,760 in 1999) as a result
of borrowings in 1998.

           1998 vs. 1997:

Cash flows from operations  increased by $179,668 compared to 1997. The increase
was not  significant  and resulted from a number of offsetting  fluctuations  of
revenues, expenses and changes in operating accounts.

Cash flows from investing activities in 1998 consisted of proceeds from sales of
lease assets ($3,357,017) and rents from direct financing leases ($428,622).

Sources  of  cash  from  financing  activities  consisted  of  the  proceeds  on
non-recourse   debt  ($4,199,995)  and  borrowings  under  the  line  of  credit
($2,200,000).  The most significant uses of cash related to financing activities
were  distributions  to  the  limited  partners  ($12,500,645),   repayments  of
non-recourse  debt  ($15,747,720) and repayments of borrowings under the line of
credit ($5,850,000).

Results of Operations

As of January 3, 1995,  subscriptions  for the  minimum  amount of the  offering
($1,200,000) had been received and accepted by the Partnership. As of that date,
the  Partnership   commenced   operations  in  its  primary  business   (leasing
activities).

            1999 vs. 1998

Revenues in 1999  decreased  to  $34,400,228  compared to  $36,149,061  in 1998.
Almost all of the  Partnership's  revenues are generated from operating  leases.
These rents have decreased as a result of 1998 and 1999 asset sales.

Depreciation and interest are the most significant ongoing Partnership expenses.
Depreciation  expense is directly  related to the  Partnership's  investment  in
operating  leases  and is  therefore  also  directly  related  to  the  revenues
generated  by those  assets.  The 1998 and 1999 sales which led to 1999  revenue
decreases  also  gave  rise  to  the  1999  decrease  in  depreciation   expense
($25,325,663 in 1998 and $22,002,111 in 1999).

                                       8
<PAGE>

In 1999,  Applied Magnetics,  one of the Partnership's  lessees defaulted on its
lease  obligations to the  Partnership.  The General  Partner does not expect to
recover  any of the  uncollected  rentals  outstanding  under  the  leases.  The
Partnership  has written down the related  lease assets to their net  realizable
value as of December 31, 1999.  All accounts  receivable  for amounts billed and
outstanding  under the leases  have been fully  reserved.  In 1999,  a provision
lease losses of $5,113,290 was provided in relation to this lessee. In addition,
a  provision   for  doubtful   accounts  of  $282,911  was  made  against  trade
receivables.

The assets under the  operating  leases with  Applied  Magnetics  were  financed
primarily  with  non-recourse  debt.  The balance of the debt was  $3,320,774 at
December 31, 1999. Upon the expected  foreclosure by the lender, the Partnership
will recognize an extraordinary  gain on extinguishment of debt in the amount of
the unpaid debt. This is expected to occur in 2000.

Interest expense has decreased as a result of scheduled debt payments.

Equipment  management  fees are  related to lease  revenues.  In 1999,  revenues
decreased as noted above and as a result,  the  management  fees also  decreased
from $1,033,556 in 1998 to $959,511 in 1999, a decrease of $74,045.

            1998 vs. 1997

Operations  resulted  in net income of  $710,923  in 1998  compared to a loss of
$2,297,964 in 1997. Operating lease revenues decreased by $1,007,698 compared to
1997. This decrease resulted from scheduled lease  terminations and asset sales.
This decrease in lease  revenues was largely  offset by an increase in the gains
recognized  on the sales of assets  coming off  lease.  Gains on sales of assets
increased  by  $759,639.  Overall,  revenues  decreased by $336,104 or about one
percent.

Expenses  decreased by $3,344,991  compared to 1997. Most  significant  were the
decreases in depreciation and amortization and interest  expenses.  Depreciation
and amortization  expense  decreased by $1,403,401.  This decrease resulted from
the  sales  of  operating  lease  assets  noted  above.  Interest  decreased  by
$1,436,195 as a result of decreased debt balances compared to 1997. Non-recourse
debt balances have been reduced as a result of scheduled debt payments.

Impact of the Year 2000

To date, the Partnership  has experienced no significant  year 2000 problems and
the General  Partner  believes it does not have  continued  exposure to the year
2000 problem.


Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT 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 December 31, 1999,  $8,350,000 was
outstanding on the floating rate line of credit.

                                       9
<PAGE>

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 1999,  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 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the  Report  of  Independent  Auditors,  Financial  Statements  and Notes to
Financial Statements attached hereto at pages 11 through 25.























































                                       10
<PAGE>

                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS






The Partners
ATEL Cash Distribution Fund VI, L.P.


We have audited the accompanying  balance sheets of ATEL Cash  Distribution Fund
VI, L.P.  as of  December  31,  1999 and 1998,  and the  related  statements  of
operations,  changes in partners' capital,  and cash flows for each of the three
years in the period ended December 31, 1999. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of ATEL Cash Distribution Fund VI,
L.P. at December 31, 1999 and 1998,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.





                                                           /s/ ERNST & YOUNG LLP
San Francisco, California
January 26, 2000


                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998


                                     ASSETS

                                                    1999             1998
                                                    ----             ----
Cash and cash equivalents                            $ 390,463        $ 744,132

Accounts receivable, net of allowance for
   doubtful accounts of $282,991 in 1999,
   none in 1998                                     10,368,154        9,786,041

Investments in equipment and leases                 99,946,381      129,566,007
                                               ---------------- ----------------
Total assets                                     $ 110,704,998     $140,096,180
                                               ================ ================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $ 46,490,585      $65,164,309

Line of credit                                       8,350,000        5,100,000

Accounts payable and accruals:
   General Partner                                   1,076,757          171,050
   Equipment purchases                                   5,452          255,252
   Other                                               593,862          604,768

Accrued interest payable                             1,551,104        2,275,444

Unearned lease income                                  429,486          202,920
                                               ---------------- ----------------
                                                    58,497,246       73,773,743

Partners' capital (deficit):
     General Partner                                  (567,944)        (409,182)
     Limited Partners                               52,775,696       66,731,619
                                               ---------------- ----------------
Total partners' capital                             52,207,752       66,322,437
                                               ---------------- ----------------
Total liabilities and partners' capital          $ 110,704,998     $140,096,180
                                               ================ ================



                             See accompanying notes.

                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                            1999            1998             1997
                                                            ----            ----             ----
<S>                                                       <C>             <C>               <C>
Revenues:

Leasing activities:
   Operating leases                                       $ 33,987,395    $ 35,178,175      $36,185,873
   Direct financing leases                                     111,799         137,159          243,423
   Gain on sales of assets                                     262,067         786,070           26,431
Interest income                                                 10,231          23,292           19,461
Other                                                           28,736          24,365            9,977
                                                       ---------------- --------------- ----------------
                                                            34,400,228      36,149,061       36,485,165

Expenses:

Depreciation and amortization                               22,710,097      26,193,147       27,596,548
Provision for losses and impairments                         5,113,290          97,528          364,852
Interest                                                     4,783,105       6,557,551        7,993,746
Equipment and incentive management fees to affiliates        1,178,105       1,394,138        1,492,716
Other                                                          776,273         693,512          807,883
Administrative cost reimbursements to General Partner          397,125         427,872          435,759
Provision for doubtful accounts                                282,991              -                 -
Professional fees                                               65,918          74,390           91,625
                                                       ---------------- --------------- ----------------
                                                            35,306,904      35,438,138       38,783,129
                                                       ---------------- --------------- ----------------
Net (loss) income                                           $ (906,676)      $ 710,923     $ (2,297,964)
                                                       ================ =============== ================

Net (loss) income:
   General Partner                                            $ (9,067)        $ 7,109        $ (22,980)
   Limited Partners                                           (897,609)        703,814       (2,274,984)
                                                       ---------------- --------------- ----------------
                                                            $ (906,676)      $ 710,923     $ (2,297,964)
                                                       ================ =============== ================

Net (loss) income per Limited Partnership unit                 $ (0.07)         $ 0.06          $ (0.18)

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



                             See accompanying notes.



                                       13
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                   Limited Partners            General
                                                               Units           Amount          Partner           Total
                                                               -----           ------          -------           -----
<S>                                                            <C>            <C>               <C>             <C>
Balance December 31, 1996                                      12,500,050     $ 93,319,846      $ (118,690)     $93,201,156
Other syndication costs paid to affiliates                                         (41,174)                         (41,174)
Distributions to limited partners ($1.00 per Unit)                             (12,475,238)                     (12,475,238)
Distributions to General Partner                                                                  (112,345)        (112,345)
Net loss                                                                        (2,274,984)        (22,980)      (2,297,964)
                                                          ---------------- ---------------- --------------- ----------------
Balance December 31, 1997                                      12,500,050       78,528,450        (254,015)      78,274,435
Distributions to limited partners ($1.00 per Unit)                             (12,500,645)                     (12,500,645)
Distributions to General Partner                                                                  (162,276)        (162,276)
Net income                                                                         703,814           7,109          710,923
                                                          ---------------- ---------------- --------------- ----------------
Balance December 31, 1998                                      12,500,050       66,731,619        (409,182)      66,322,437
Distributions to limited partners ($1.05 per Unit)                             (13,058,314)                     (13,058,314)
Distributions to General Partner                                                                  (149,695)        (149,695)
Net loss                                                                          (897,609)         (9,067)        (906,676)
                                                          ---------------- ---------------- --------------- ----------------
Balance December 31, 1999                                      12,500,050     $ 52,775,696      $ (567,944)     $52,207,752
                                                          ================ ================ =============== ================
</TABLE>















                             See accompanying notes.











                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                                1999            1998             1997
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>              <C>
Operating activities:
Net (loss) income                                                               $ (906,676)      $ 710,923     $ (2,297,964)
Adjustment to reconcile net (loss) income to net cash provided by
   operating activities:
     Depreciation and amortization                                              22,710,097      26,193,147       27,596,548
     Provision for doubtful accounts                                               282,991               -                -
     Provision for losses and impairments                                        5,113,290          97,528          364,852
    Gain on sales of assets                                                       (262,067)       (786,070)         (26,431)
     Changes in operating assets and liabilities:
         Accounts receivable                                                    (5,665,104)     (3,891,412)      (4,496,371)
         Accounts payable, General Partner                                         905,707        (143,308)         269,288
         Accounts payable, other                                                   (10,906)        189,108              652
         Accrued interest payable                                                1,379,696       2,030,965        2,362,716
         Unearned lease income                                                     226,566        (321,443)         126,480
Net cash provided by operating activities                                       23,773,594      24,079,438       23,899,770
                                                                           ---------------- --------------- ----------------

Investing activities:
Purchases of equipment on operating leases                                        (249,800)              -       (2,661,808)
Purchases of equipment on direct financing leases                                        -               -          (94,469)
Purchases of residual value interests                                                    -               -                -
Initial direct lease costs paid to affiliate                                             -               -                -
Reduction of net investment in direct financing leases                             255,610         428,622          685,665
Proceeds from sales of assets                                                    1,802,696       3,357,017          406,362
                                                                           ---------------- --------------- ----------------
Net cash provided by (used in) investing activities                              1,808,506       3,785,639       (1,664,250)
                                                                           ---------------- --------------- ----------------

Financing activities:
Payment of syndication costs to General Partner                                          -               -          (41,174)
Distributions to Limited Partners                                              (13,058,314)    (12,500,645)     (12,475,238)
Distributions to General Partner                                                  (149,695)       (162,276)        (112,345)
Borrowings under line of credit                                                  3,250,000       2,200,000        3,210,974
Repayments of borrowings under line of credit                                            -      (5,850,000)     (10,059,231)
Proceeds of non-recourse debt                                                            -       4,199,995       10,701,894
Repayments of non-recourse debt                                                (15,977,760)    (15,747,720)     (13,844,035)
                                                                           ---------------- --------------- ----------------
Net cash used in financing activities                                          (25,935,769)    (27,860,646)     (22,619,155)
                                                                           ---------------- --------------- ----------------

Net (decrease) increase in cash and cash equivalents                              (353,669)          4,431         (383,635)
Cash and cash equivalents at beginning of period                                   744,132         739,701        1,123,336
                                                                           ---------------- --------------- ----------------
Cash and cash equivalents at end of period                                       $ 390,463       $ 744,132        $ 739,701
                                                                           ================ =============== ================
</TABLE>


                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                                1999            1998             1997
                                                                                ----            ----             ----

<S>                                                                            <C>             <C>              <C>
Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                         $ 3,403,409     $ 4,526,586      $ 5,631,030
                                                                           ================ =============== ================

Schedule of non-cash transactions:

Offset of accounts receivable and debt service per lease and debt
   agreement:
Accrued interest payable                                                      $ (2,104,036)   $ (3,864,443)
Non-recourse debt                                                               (2,695,964)       (935,557)
                                                                           ---------------- --------------- ----------------
Accounts receivable                                                           $ (4,800,000)   $ (4,800,000)
                                                                           ================ =============== ================
</TABLE>























                             See accompanying notes.



                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


1.  Organization and Partnership matters:

ATEL Cash  Distribution  Fund VI, L.P. (the  Partnership),  was formed under the
laws of the State of California  on June 29, 1994,  for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.

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 General Partner of the Partnership is ATEL Financial Corporation (ATEL).

The  Partnership  or  ATEL on  behalf  of the  Partnership,  incurred  costs  in
connection with the  organization,  registration  and issuance of the Units. The
amount of such costs to be born by the  Partnership  was limited to 15% of Gross
Proceeds  of  up  to  $25,000,000  and  14%  of  Gross  Proceeds  in  excess  of
$25,000,000.

The Partnership's business consists of leasing various types of equipment. As of
December 31, 1999,  the  original  terms of the leases  ranged from one month to
twenty years.

Pursuant to the Limited Partnership  Agreement,  ATEL receives  compensation and
reimbursements for services rendered on behalf of the Partnership (Note 5). ATEL
is required to maintain in the Partnership  reasonable cash reserves for working
capital, the repurchase of Units and contingencies.


2.  Summary of significant accounting policies:

Equipment on operating leases:

Equipment on operating leases is stated at cost.  Depreciation is being provided
by use of the  straight-line  method over the terms of the related leases to the
estimated residual values of the equipment at the end of the leases.

Revenues  from  operating  leases  are  recognized  evenly  over the life of the
related leases.

Direct financing leases:

Income from direct  financing  lease  transactions  is reported on the financing
method  of  accounting,  in which the  Partnership's  investment  in the  leased
property is reported as a  receivable  from the lessee to be  recovered  through
future rentals. The income portion of each rental payment is calculated so as to
generate a constant rate of return on the net receivable outstanding.

Statements of cash flows:

For purposes of the Statements of Cash Flows, cash and cash equivalents includes
cash in banks and cash equivalent investments with original maturities of ninety
days or less.

Income taxes:

The  Partnership  does not provide for income  taxes since all income and losses
are the liability of the  individual  partners and are allocated to the partners
for inclusion in their individual tax returns.




                                       17
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


2.  Summary of significant accounting policies (continued):

Income taxes (continued):

The tax basis of the  Partnership's  net assets and liabilities  varies from the
amounts presented in these financial statements (unaudited):

                                               1999            1998
                                               ----            ----
Financial statement basis of net assets      $ 52,207,752    $ 66,322,437
Tax basis of net assets                        13,505,457      39,757,262
                                          ---------------- ---------------
Difference                                   $ 38,702,295    $ 26,565,175
                                          ================ ===============

The  primary  differences  between  the tax basis of net assets and the  amounts
recorded in the financial statements are the result of differences in accounting
for syndication costs and differences  between the depreciation  methods used in
the financial statements and the Partnership's tax returns.

The  following  reconciles  the net income  (loss)  reported in these  financial
statements  to  the  loss  reported  on the  Partnership's  federal  tax  return
(unaudited):

                                                    1999            1998
                                                    ----            ----
Net (loss) income per financial statements          $ (906,676)      $ 710,923
Adjustment to depreciation expense                  (1,309,581)    (19,855,425)
Other adjustments to revenues and expenses             371,417        (644,595)
Provision for losses and impairments                 5,113,290         364,852
Provision for doubtful accounts                        282,991               -
                                               ---------------- ---------------
Net income (loss) per federal tax return           $ 3,551,441   $ (19,424,245)
                                               ================ ===============

Per unit data:

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

Credit Risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations  of credit risk  include cash and cash  equivalents  and accounts
receivable.  The  Partnership  places  its  cash  deposits  and  temporary  cash
investments  with  creditworthy,   high  quality  financial  institutions.   The
concentration  of such deposits and temporary cash  investments is not deemed to
create a significant  risk to the  Partnership.  Accounts  receivable  represent
amounts  due from  lessees  in  various  industries,  related  to  equipment  on
operating and direct financing  leases.  See Note 7 for a description of lessees
by industry as of December 31, 1999, 1998 and 1997.

Reclassifications:

Certain 1998 amounts have been reclassified to conform to the 1999 presentation.



                                       18
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


2.  Summary of significant accounting policies (continued):

Use of estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual  results  could differ from those  estimates.  Such  estimates  primarily
relate to the determination of residual values at the end of the lease term.

Reserve for losses and impairments:

The  Partnership  maintains a reserve on its investments in equipment and leases
for losses and impairments which are inherent in the portfolio as of the balance
sheet dates. The General  Partner's  evaluation of the adequacy of the allowance
is a judgmental  estimate that is based on a review of individual  leases,  past
loss  experience  and other  factors.  While the General  Partner  believes  the
allowance is adequate to cover known losses, it is reasonably  possible that the
allowance may change in the near term.  However,  such change is not expected to
have a material effect on the financial  position or future operating results of
the Partnership.  It is the Partnership's policy to charge off amounts which, in
the opinion of the General  Partner,  are not  recoverable  from  lessees or the
disposition of the collateral.  See Note 10.


3.  Investments in equipment and leases:

As of December 31, 1999, the  Partnership's  investments in equipment and leases
consist of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                                                             Expense or       Reclass-
                                         December 31,                       Amortization    ifications or   December 31,
                                              1998           Additions        of Leases     Dispositions         1999
                                              ----           ---------        ---------     ------------         ----
<S>                                         <C>              <C>             <C>              <C>               <C>
Net investment in operating leases          $126,447,049                     $ (22,002,111)   $ (2,139,665)    $102,305,273
Net investment in direct financing
   leases                                      1,222,716                          (255,610)         52,481        1,019,587
Assets held for sale or lease                     99,038                                 -         546,555          645,593
Residual value interests                         379,551                                 -               -          379,551
Reserve for losses and impairments              (785,086)    $ (5,113,290)               -               -       (5,898,376)
Initial direct costs, net of accumulated
   amortization of $2,702,979 in 1999
   and $2,423,318 in 1998                      2,202,739                -         (707,986)              -        1,494,753
                                         ---------------- ---------------- -------------------------------- ----------------
                                            $129,566,007     $ (5,113,290)   $ (22,965,707)   $ (1,540,629)     $99,946,381
                                         ================ ================ ================================ ================
</TABLE>




                                       19
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


3.  Investments in equipment and leases (continued):

Operating leases:

Property on operating  leases consists of the following as of December 31, 1998,
additions and dispositions during 1999 and as of December 31, 1999:

<TABLE>
<CAPTION>
                                                                  Reclass-
                              December 31,                      ifications or   December 31,
                                   1998           Additions     Dispositions         1999
                                   ----           ---------     ------------         ----
<S>                             <C>              <C>              <C>              <C>
Transportation                  $ 110,003,574                       $ (275,683)    $109,727,891
Manufacturing                      29,440,009                                -       29,440,009
Materials handling                 22,575,723                       (3,067,983)      19,507,740
Construction                       19,596,825                       (1,843,244)      17,753,581
Office automation                   8,064,509                       (1,486,499)       6,578,010
Miscellaneous                       6,250,795                       (3,286,257)       2,964,538
                              ---------------- ---------------- --------------- ----------------
                                  195,931,435                       (9,959,666)     185,971,769
Less accumulated depreciation     (69,484,386)   $ (22,002,111)      7,820,001      (83,666,496)
                              ---------------- ---------------- --------------- ----------------
                                $ 126,447,049    $ (22,002,111)   $ (2,139,665)    $102,305,273
                              ================ ================ =============== ================
</TABLE>

Direct financing leases:

As of December 31, 1999 and 1998, investment in direct financing leases consists
of railroad tank cars and various  office  automation  equipment.  The following
lists the components of the Partnership's  investment in direct financing leases
as of December 31, 1999 and 1998:

                                                     1999            1998
                                                     ----            ----
Total minimum lease payments receivable             $ 1,154,481     $ 1,369,085
Estimated residual values of leased equipment
   (unguaranteed)                                       206,767         255,570
                                                ---------------- ---------------
Investment in direct financing leases                 1,361,248       1,624,655
Less unearned income                                   (341,661)       (401,939)
                                                ---------------- ---------------
Net investment in direct financing leases           $ 1,019,587     $ 1,222,716
                                                ================ ===============

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



                                       20
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


3.  Investments in equipment and leases (continued):

At December 31, 1999,  the aggregate  amounts of future  minimum lease  payments
under operating and direct financing leases are as follows:
                                                              Direct
           Year ending      Operating        Financing
           December 31,      Leases           Leases            Total
           ------------      ------           ------            -----
                    2000     $21,191,448        $ 293,502      $21,484,950
                    2001      12,147,536          220,297       12,367,833
                    2002       5,380,875          146,882        5,527,757
                    2003       3,305,030           98,760        3,403,790
                    2004       2,813,276           98,760        2,912,036
              Thereafter      14,873,637          296,280       15,169,917
                         ---------------- ---------------- ----------------
                             $59,711,802       $1,154,481      $60,866,283
                         ================ ================ ================

Reserves for losses and impairments:

Activity in the reserve for losses and impairments consists of the following:

                  Balance 12/31/96                      $ 322,706
                  Provision                               364,852
                                                  ----------------
                  Balance 12/31/97                        687,558
                  Provision                                97,528
                                                  ----------------
                  Balance 12/31/98                        785,086
                  Provision                             5,113,290
                                                  ----------------
                  Balance 12/31/99                    $ 5,898,376
                                                  ================


4.  Non-recourse debt:

At December 31, 1999,  non-recourse  debt consists of notes payable to financial
institutions.  The notes are due in varying  monthly,  quarterly and semi-annual
payments.  Interest  on the notes is at rates from 6.5% to 15.2%.  The notes are
secured by assignments of lease payments and pledges of assets.  At December 31,
1999, the carrying value of the pledged assets is approximately $70,082,280. The
notes mature from 2000 through 2016.

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

        Year ending
        December 31,     Principal        Interest           Total
                 2000     $15,908,504      $ 3,710,924     $ 19,619,428
                 2001       8,823,031        2,526,688       11,349,719
                 2002       5,745,613        1,826,553        7,572,166
                 2003       5,487,689        1,239,498        6,727,187
                 2004         822,894          635,737        1,458,631
           Thereafter       9,702,854        3,649,283       13,352,137
                      ---------------- ---------------- ----------------
                          $46,490,585     $ 13,588,683     $ 60,079,268
                      ================ ================ ================



                                       21
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


5.  Related party transactions:

The  terms  of the  Limited  Partnership  Agreement  provide  that  ATEL  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 ATEL in providing administrative services to the Partnership.  Administrative
services provided include  Partnership  accounting,  investor  relations,  legal
counsel  and lease  and  equipment  documentation.  ATEL is not  reimbursed  for
services where it is entitled to receive a separate fee as compensation for such
services,  such as acquisition and disposition of equipment.  Reimbursable costs
incurred  by ATEL 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  ATEL  record  time  incurred  in  performing
administrative  services on behalf of all of the Partnerships  serviced by ATEL.
ATEL  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.

ATEL and/or Affiliates earned fees, commissions and reimbursements,  pursuant to
the Limited Partnership Agreement as follows during 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                                  1999            1998             1997
                                                                                  ----            ----             ----
<S>                                                                                 <C>             <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).                    $ 1,178,105     $ 1,394,138      $ 1,492,716


Administrative cost reimbursements to ATEL                                              397,125         427,872          435,759

Reimbursement of other syndication costs                                                      -               -           41,174

                                                                                ---------------- --------------- ----------------
                                                                                    $ 1,575,230     $ 1,822,010      $ 1,969,649
                                                                                ================ =============== ================
</TABLE>



                                       22
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


6.  Partners' capital:

As of December 31, 1999 and 1998,  12,500,050 Units were issued and outstanding,
including the 50 Units issued to the Initial Limited Partners. The Partnership's
registration  statement  with the  Securities  and  Exchange  Commission  became
effective  November 23,  1994.  The  Partnership  is  authorized  to issue up to
12,500,000 Units, in addition to those issued to the Initial Limited Partners.

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

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

First,  95.75% of Distributions of Cash from Operations to the Limited Partners,
1% of Distributions of Cash from Operations to ATEL and 3.25% to an affiliate of
ATEL as an Incentive  Management Fee, 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 ATEL will receive as an Incentive  Management Fee, 4% of
remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.


7.  Concentration of credit risk and major customers:

The Partnership  leases equipment to lessees in diversified  industries.  Leases
are subject to ATEL's credit committee review. The leases provide for the return
of the equipment upon default.

As of December 31, 1999, 1998 and 1997 there were  concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                        1999            1998             1997
                                        ----            ----             ----
  Rail transportation                    30%             22%              21%
  Other transportation services          14%             13%              12%
  Electronics manufacturing               *              12%              14%
  Business services                       *              10%              11%
  * Less than 10%.




                                       23
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


7.  Concentration of credit risk and major customers (continued):

During 1999,  two  customers  each  comprised  13% and 11% of the  Partnership's
revenues from leases.  During 1998,  two customers each comprised 12% and 10% of
the  Partnership's  revenues  from  leases.  During  1997,  two  customers  each
comprised 10% of the Partnership's revenues from leases.


8.  Lines of credit:

The  Partnership  participates  with ATEL and  certain  of its  Affiliates  in a
$95,000,000  revolving credit  agreement with a group of financial  institutions
which expires on April 30, 2000. 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 ATEL.

During  1998,  the  Partnership  borrowed  $2,200,000  under the line of credit.
Repayments  on the line of credit were  $5,850,000  during  1998 and  $5,100,000
remained  outstanding  as of December 31, 1998.  During  1999,  the  Partnership
borrowed  $3,250,000  under  the line of  credit.  At  December  31,  1999,  the
remaining outstanding balance was $8,350,000. At December 31, 1999, the rates on
such  borrowings  varied from 7.71% to 7.73%.  Interest on the line of credit is
based on either the thirty day LIBOR rate or the bank's prime rate.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 1999. At December 31, 1999, $21,857,103 was available under this agreement.


9.  Fair value of financial instruments:

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial  instrument for which it is practicable to estimate that
value.

Cash and cash equivalents:

The carrying amount of cash and cash equivalents approximates fair value because
of the short-term maturity of these instruments.

Non-recourse debt:

The  fair  value  of the  Partnership's  non-recourse  debt is  estimated  using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value  of  the   Partnership's   non-recourse  debt  at  December  31,  1999  is
$45,856,203.

Line of credit:

The  carrying  amounts  of the  Partnership's  variable  rate  lines  of  credit
approximate fair value.




                                       24
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


10.  Provision for losses and impairments:

In January 2000, one of the Partnership's lessees filed for reorganization under
Chapter 11 of the United States  Bankruptcy Code. The Partnership has determined
that the assets under  operating  lease with a net book value of  $5,113,290  at
December 31, 1999 leased to this particular  lessee were impaired as of December
31, 1999. The  Partnership has estimated that the proceeds from the sales of the
assets will not be  sufficient  to satisfy  the  non-recourse  lender.  The debt
balance was  $3,320,774 at December 31, 1999.  As result,  the  Partnership  has
fully reserved for these assets as of December 31, 1999.

Upon  foreclosure  by the  lender  and upon  sale of the  financed  assets,  the
Partnership  expects  to  report  a  gain  on  the  sale  of  the  assets  or an
extraordinary gain on the extinguishment of the debt or a combination of the two
totaling $3,320,774.




























                                       25
<PAGE>

Item 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES

Inapplicable.



                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

All of the outstanding capital stock of ATEL Financial  Corporation (the General
Partner) is held by ATEL Capital  Group  ("ACG"),  a holding  company  formed to
control  ATEL and  affiliated  companies  pursuant to a corporate  restructuring
completed in July 1994. The  outstanding  capital stock of ATEL Capital Group is
owned  73.125% by A. J. Batt and 24.375% by Dean Cash,  and was  obtained in the
restructuring  in  exchange  for  their  capital  interests  in  ATEL  Financial
Corporation. The remaining 2.5% is owned by Paritosh K. Choksi.

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

The officers  and  directors of ATEL  Capital  Group and its  affiliates  are as
follows:

A. J. Batt                Chairman of the Board of Directors of ACG, AFC, ALC,
                              AEC, AIS and ASC; President and Chief Executive
                              Officer of ACG, AFC and AEC

Dean L. Cash              Director, Executive Vice President and Chief Operating
                              Officer of ACG, AFC, and AEC; Director, President
                              and Chief Executive Officer of ALC, AIS and ASC

Paritosh K. Choksi        Director, Senior Vice President and Chief Financial
                              Officer of ACG, AFC, ALC, AEC and AIS

Donald E. Carpenter       Vice President and Controller of ACG, AFC, ALC, AEC
                              and AIS; Chief Financial Officer of ASC

Vasco H. Morais           Senior Vice President, Secretary and General Counsel
                              for ACG, AFC, ALC, AIS and AEC

Carl W. Magnuson          Vice President - Syndication of ALC

Barbara F.
   Medwadowski            Vice President - Syndication of ALC

James A. Kamradt          Director of Pricing and Syndication of ALC

Thomas D. Sbordone        Senior Vice President - Marketing of ALC

Russell H. Wilder         Vice President - Credit of AEC

John P. Scarcella         Vice President of ASC

                                       26
<PAGE>

A. J. Batt, age 63, founded ATEL in 1977 and has been its president and chairman
of the  board of  directors  since  its  inception.  From  1973 to 1977,  he was
employed by GATX  Leasing  Corporation  as  manager-data  processing  and equity
placement for the lease underwriting department, which was involved in equipment
financing  for  major  corporations.  From  1967 to 1973  Mr.  Batt was a senior
technical representative for General Electric Corporation, involved in sales and
support  services for computer  time-sharing  applications  for corporations and
financial  institutions.  Prior to that time, he was employed by North  American
Aviation as an  engineer  involved in the Apollo  project.  Mr. Batt  received a
B.Sc.  degree with honors in  mathematics  and physics  from the  University  of
British Columbia in 1961.

Dean L. Cash,  age 49, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981,  executive vice president since 1983 and a director
since  1984.   Prior  to  joining  ATEL,   Mr.  Cash  was  a  senior   marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980.  From 1977 to 1979,  he was employed by General  Electric  Corporation,
where he was an applications  specialist in the medical  systems  division and a
marketing  representative in the information  services division.  Mr. Cash was a
systems  engineer  with  Electronic  Data  Systems  from  1975 to 1977,  and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S.  degree in psychology and mathematics in 1972 and an M.B.A.
degree with a  concentration  in finance in 1975 from Florida State  University.
Mr. Cash is an arbitrator with the American Arbitration Association.

Paritosh K.  Choksi,  age 46,  joined  ATEL in 1999 as a  director,  senior vice
president and its chief financial officer. Prior to joining ATEL, Mr. Choksi was
chief  financial  officer at Wink  Communications,  Inc. from 1997 to 1999. From
1977 to 1997,  Mr. Choksi was with Phoenix  American  Incorporated,  a financial
services and  management  company,  where he held various  positions  during his
tenure, and was senior vice president, chief financial officer and director when
he left the company. Mr. Choksi was involved in all corporate matters at Phoenix
and was  responsible  for Phoenix's  capital market needs. He also served on the
credit  committee  overseeing all corporate  investments,  including its venture
lease  portfolio.  Mr. Choksi was a part of the executive  management team which
caused  Phoenix's  portfolio  to increase  from $50 million in assets to over $2
billion.  Mr.  Choksi  received a bachelor of  technology  degree in  mechanical
engineering  from the Indian  Institute  of  Technology,  Bombay;  and an M.B.A.
degree from the University of California, Berkeley.

Donald E. Carpenter, age 51, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath,  certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983,  Mr.  Carpenter  was an  audit  senior  with  Deloitte,  Haskins  & Sells,
certified public accountants,  in San Jose,  California.  From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter  received a
B.S. degree in mathematics  (magna cum laude) from California State  University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 41, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the corporate and securities legal department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an M.B.A.  (Finance) in 1997 from Golden Gate University.  Mr. Morais
has been an active member of the State Bar of California since 1986.

                                       27
<PAGE>

Carl  W.  Magnuson,  age  56,  joined  ATEL in  1994  and is  vice  president  -
syndication for ALC. Mr. Magnuson is responsible for acquiring third party lease
transactions  and debt placement.  Prior to joining ATEL he was a regional group
manager and portfolio  sales manager for Bell  Atlantic  Systems  Leasing for 10
years.  From 1983 to 1984 he was vice president and chief  financial  officer of
the Handi-Kup  Company,  a plastics  manufacturer,  and from 1981 to 1982 he was
controller for the Cyclotron  Corporation,  engaged in nuclear medicine research
and  development.  From 1978 to 1981 he was executive  vice president of Shannon
Financial Corporation, a middle market leasing corporation. From 1975 to 1978 he
was a deputy program manager for the Watkins Johnson Company.  From 1968 to 1973
Mr.  Magnuson was an engineering  duty officer in the U. S. Navy.  Mr.  Magnuson
received a B.S. in Engineering  Science and an M.S. in applied  mathematics from
the    Rensselaer    Polytechnic    Institute,    an    M.S.    in    industrial
engineering/operations research from Stanford University, and an M.B.A. from the
University of California at Berkeley.

Barbara F.  Medwadowski,  age 60,  joined  ATEL in 1997 and is vice  president -
syndication  for ALC. Ms.  Medwadoski is responsible  for acquiring  third party
lease  transactions.  Prior to joining ATEL, she was a syndications  manager for
Mellon US Leasing  (successor to USL Capital and U.S.  Leasing  Corporation) for
nine  years.  From 1985 to 1987,  she was a vice  president  with Great  Western
Leasing where she acquired lease and loan transactions from intermediaries. From
1982 through 1984, she was a portfolio  manager with U.S.  Leasing  Corporation.
Ms. Medwadowski  received an M.B.A.  degree from the University of California at
Berkeley in 1982. From 1964 through 1979, she was a senior  researcher in lipids
and  lipoproteins  at the  University of California  at Berkeley.  In 1964,  she
earned  an  M.S.  degree  in  nutrition  and  in  1961 a B.S.  degree  in  child
development, each from the University of California at Berkeley.

James A. Kamradt,  age 38,  director of pricing and  syndication for ALC, joined
ATEL in 1997. Mr. Kamradt is involved in the pricing of lease  transactions  and
the placement of debt to leverage certain  transactions.  From 1985 to 1997, Mr.
Kamradt managed his own private consulting business,  providing underwriting and
operational services for numerous leasing companies.  Prior to that, Mr. Kamradt
was the national operations officer for the computer leasing division of Phoenix
American;  and regional credit manager for Dana Commercial  Credit  Corporation.
Mr. Kamradt received a B.S. from Michigan Technological University's Engineering
School of Business, and an M.B.A. from Haas School of Business of the University
of California, Berkeley.

Thomas D. Sbordone,  age 41, senior vice  president - marketing for ALC,  joined
ATEL in 1993, as a regional vice  president in the  northeastern  United States.
Mr. Sbordone is currently  responsible for new business  development  within the
eastern  U.S.,  including  management  of filed  sales  personnel  and  directly
interfacing  with  ATEL's  existing  and  prospective  clients  to  achieve  the
company's lease investment  objectives.  Prior to joining ATEL, Mr. Sbordone was
employed, from 1985, by American Finance Group, a Boston-based equipment lessor.
While there, Mr. Sbordone's various responsibilities  involved lease origination
of vendor finance  relationships.  Mr. Sbordone  earned a B.S., with honors,  in
finance and marketing from  Northeastern  University,  and has attended  Bentley
College Graduate School of Business.

Russell  H.  Wilder,  age 45,  joined  ATEL in  1992 as vice  president  of ATEL
Business Credit, a wholly-owned  subsidiary of ACG. Immediately prior to joining
ATEL,  Mr.  Wilder was a personal  property  broker  specializing  in  equipment
leasing  and  financing  and an  outside  contractor  in the areas of credit and
collections.  From 1985 to 1990 he was vice president and manager of leasing for
Fireside Thrift Co., a Teledyne subsidiary,  and was responsible for all aspects
of setting up and  managing  the  department,  which  operated as a small ticket
lease  funding  source.  From  1983 to  1985 he was  with  Wells  Fargo  Leasing
Corporation  as  assistant  vice  president  in the credit  department  where he
oversaw all credit analysis on  transactions in excess of $2 million.  From 1978
to 1983 he was district credit manager with  Westinghouse  Credit  Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with honors in agricultural  economics
and business  management  from the University of California,  Davis. He has been
awarded the Certified Lease Professional  designation by the Western Association
of Equipment Lessors.

                                       28
<PAGE>

John P. Scarcella,  age 38, joined ATEL Securities as vice president in 1992. He
is involved in the marketing of securities offered by ASC. Prior to joining ASC,
from 1987 to 1991,  he was  employed  by Lansing  Pacific  Fund,  a real  estate
investment  trust in San Mateo,  California  and acted as  director  of investor
relations.   From  1984  to  1987,   Mr.   Scarcella   acted  as  broker  dealer
representative  for Lansing  Capital  Corporation,  where he was involved in the
marketing of direct  participation  programs and REITs. Mr. Scarcella received a
B.S.C.  degree with emphasis in investment finance in 1983 and an M.B.A.  degree
with a concentration in marketing in 1991 from Santa Clara University.


Item 11.  EXECUTIVE COMPENSATION

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to ATEL and their  Affiliates.  The amount of such remuneration paid for
the years ended December 31, 1999,  1998 and 1997 is set forth in Item 8 of this
report under the caption "Financial Statements and Supplementary Data - Notes to
the Financial Statements - Related party transactions," at Note 5 thereof, which
information is hereby incorporated by reference.

Selling Commissions

The  Partnership  will pay  selling  commissions  in the amount of 9.5% of Gross
Proceeds, as defined, to ATEL Securities  Corporation,  an affiliate of ATEL. Of
this amount, the majority is expected to be reallowed to other broker/dealers.

Through  December  31,  1996,  $11,875,000  of  such  commissions  (the  maximum
allowable) had been paid to ATEL or its affiliates. Of that amount,  $10,163,554
was reallowed to other broker/dealers.

Acquisition Fees

Acquisition fees were paid to ATEL for services  rendered in finding,  reviewing
and  evaluating  equipment  to be  purchased by the  Partnership  and  rejecting
equipment  not  to  be  purchased  by  the  Partnership.  The  total  amount  of
acquisition  fees paid to ATEL or their  affiliates  was not to exceed 3% of the
aggregate  purchase  price of  equipment  acquired  with the net proceeds of the
offering and was not to exceed 4.5% of the Gross Proceeds of the Offering.

Through  December  31,  1996,  $5,625,000  of such fees (the  maximum  allowable
amount) had been paid to ATEL or its affiliates.

Equipment Management Fees

As compensation for its services  rendered  generally in managing or supervising
the management of the  Partnership's  equipment and in supervising other ongoing
services  and  activities  including,  among  others,  arranging  for  necessary
maintenance  and  repair of  equipment,  collecting  revenue,  paying  operating
expenses,  determining  the  equipment  is  being  used in  accordance  with all
operative  contractual  arrangements,  property  and  sales tax  monitoring  and
preparation  of financial  data,  ATEL or its affiliates are entitled to receive
management  fees which are payable  for each fiscal  quarter and are to be in an
amount equal to (i) 3.5% of the gross lease revenues from "operating" leases, as
defined,  and (ii) 2% of gross lease  revenues  from "full  payout"  leases,  as
defined, which contain net lease provisions.

See Notes to the  financial  statements  included  at Item 8 of this  report for
amounts paid.

                                       29
<PAGE>

Incentive Management Fees

As compensation  for its services  rendered in establishing  and maintaining the
composition of the  Partnership's  equipment  portfolio and its  acquisition and
debt strategies and supervising fund  administration  including  supervising the
preparation  of reports and  maintenance  of financial and operating data of the
Partnership,  Securities and Exchange  Commission and Internal  Revenue  Service
filings,  returns and reports,  ATEL shall be entitled to receive the  Incentive
management  fee which shall be payable  for each fiscal  quarter and shall be an
amount equal to 1% of cash distributions  from operations,  sales or refinancing
and 3.25% (4% prior to July 1, 1995) of cash distributions from operations to an
affiliate  of  ATEL  until  such  time as the  Limited  Partners  have  received
aggregate  distributions  of cash from  operations  in an amount  equal to their
original  invested capital plus a 10% per annum return on their average adjusted
invested capital (as defined in the Limited Partnership Agreement).  Thereafter,
the  incentive  management  fee paid to the affiliate of ATEL shall be 4% of all
distributions of cash from operations, sales or refinancing.

See Notes to the  financial  statements  included  at Item 8 of this  report for
amounts paid.

Equipment Resale Fees

As compensation for services  rendered in connection with the sale of equipment,
ATEL shall be entitled to receive an amount equal to the lesser of (i) 3% of the
sales price of the equipment,  or (ii) one-half the normal competitive equipment
sales commission charged by unaffiliated parties for such services.  Such fee is
payable only after the Limited Partners have received a return of their adjusted
invested capital (as defined in the Limited  Partnership  Agreement) plus 10% of
their  adjusted  invested  capital per annum  calculated on a cumulative  basis,
compounded  daily,  commencing  the last day of the quarter in which the limited
partner was  admitted to the  Partnership.  To date,  none have been  accrued or
paid.

Equipment Re-lease Fee

As compensation for providing re-leasing  services,  ATEL is entitled to receive
fees equal to 2% of the gross  rentals or the  comparable  competitive  rate for
such services relating to comparable equipment,  whichever is less, derived from
the re-lease  provided that (i) ATEL or their  affiliates have and will maintain
adequate staff to render such services to the Partnership, (ii) no such re-lease
fee is payable in connection with the re-lease of equipment to a previous lessee
or its  affiliates,  (iii)  ATEL or its  affiliates  have  rendered  substantial
re-leasing  services  in  connection  with  such  re-lease  and (iv) ATEL or its
affiliates are compensated for rendering equipment management services. To date,
none have been accrued or paid.

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners and 1% to ATEL. See financial  statements included in Item 8, Part I of
this report for amounts allocated to ATEL in 1999, 1998 and 1997.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  1999  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

                                       30
<PAGE>

Security Ownership of Management

The shareholders of ATEL are beneficial  owners of Limited  Partnership Units as
follows:

<TABLE>
<CAPTION>
           (1)                                 (2)                               (3)                              (4)
                                               Name and Address of              Amount and Nature of            Percent
     Title of Class                              Beneficial Owner               Beneficial Ownership           of Class
     --------------                              ----------------               --------------------           --------

<S>                                        <C>                             <C>                                  <C>
Limited Partnership Units                  A. J. Batt                       Initial Limited Partner Units       0.0002%
                                            235 Pine Street, 6th Floor     25 Units ($250)
                                             San Francisco, CA 94104               (owned by wife)

Limited Partnership Units                   Dean Cash                       Initial Limited Partner Units       0.0002%
                                            235 Pine Street, 6th Floor     25 Units ($250)
                                             San Francisco, CA 94104               (owned by wife)
</TABLE>

Changes in Control

The Limited Partners have the right, by vote of the Limited Partners owning more
than 50% of the  outstanding  limited  Partnership  units,  to  remove a General
Partner.

ATEL may at any time call a meeting  of the  Limited  Partners  or a vote of the
Limited  Partners  without a meeting,  on matters on which they are  entitled to
vote,  and  shall  call such  meeting  or for vote  without a meeting  following
receipt of a written request therefor of Limited Partners holding 10% or more of
the total outstanding Limited Partnership units.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  responses  to Item 1 of this report  under the caption  "Equipment  Leasing
Activities," Item 8 of this report under the caption  "Financial  Statements and
Supplemental  Data  -  Notes  to  the  Financial   Statements  -  Related  party
transactions"  at Note 5 thereof,  and Item 11 of this report  under the caption
"Executive Compensation," are hereby incorporated by reference.





                                       31
<PAGE>

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K

                       (a)Financial Statements and Schedules
                       1. Financial Statements
                          Included in Part II of this report:
                          Report of Independent Auditors

                          Balance Sheets at December 31, 1999 and 1998

                          Statements of Operations for the years ended December
                              31, 1999, 1998 and 1997

                          Statements of Changes in Partners' Capital for the
                              years ended December 31, 1999, 1998 and 1997

                          Statements of Cash Flows for the years ended December
                              31, 1999, 1998 and 1997

                          Notes to Financial Statements

                       2. Financial Statement Schedules
                          Allschedules  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)Reports on Form 8-K for the fourth quarter of 1999
                          None

                       (c)Exhibits
                          (3)and (4) Agreement of Limited Partnership,  included
                             as  Exhibit  B to  Prospectus  (Exhibit  28.1),  is
                             incorporated  herein by  reference to the report on
                             Form 10K for the period  ended  December  31,  1994
                             (File No. 33-81952).


                                       32
<PAGE>

                                           SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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: 3/22/2000

                               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
                         ATEL Financial Corporation (General
                         Partner)




                     By:  /s/ Dean Cash
                         --------------------------------------------------
                         Dean Cash,
                         Executive Vice President of ATEL
                         Financial Corporation (General Partner)





                                       33
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below  by the  persons  in the  capacities  and on the  dates
indicated.



        SIGNATURE                        CAPACITIES                      DATE



      /s/ A. J. Batt       President, Chairman and Chief               3/22/2000
--------------------------- Executive Officer of ATEL Financial
        A. J. Batt          Corporation




       /s/ Dean Cash       Executive Vice President and director       3/22/2000
--------------------------- of ATEL Financial Corporation
        Dean Cash




  /s/ Paritosh K. Choksi   Principal financial officer of registrant;  3/22/2000
--------------------------- principal financial officer and director
    Paritosh K. Choksi      of ATEL Financial Corporation




 /s/ Donald E. Carpenter   Principal accounting officer of             3/22/2000
--------------------------- registrant; principal accounting officer
   Donald E. Carpenter      of ATEL Financial Corporation





Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:

No proxy  materials  have been or will be sent to  security  holders.  An annual
report will be furnished to security  holders  subsequent  to the filing of this
report on Form 10-K, and copies thereof will be furnished  supplementary  to the
Commission when forwarded to the security holders.













                                       34