Form 10-K

                       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, 2002
                                                                 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.)

        600 California Street, 6th Floor, San Francisco, California 94108
        -----------------------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (415) 989-8800
        Securities registered pursuant to section 12(b) of the Act: None

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

     Indicate by a check mark whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X| No |_|

     Indicate by check mark 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|

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


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

                       DOCUMENTS INCORPORATED BY REFERENCE

     Prospectus   dated  November  23,  1994,  filed  pursuant  to  Rule  424(b)
(Commission File No. 33-81952) is hereby  incorporated by reference into Part IV
hereof.



                                       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  Services
LLC (ATEL).  Prior to converting to a limited liability company  structure,  the
General Partner was formerly known as ATEL Financial Corporation.

     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  that  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,  which ended 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,  whereby "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  intended  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, 2002,  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  that (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.

     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.

     During 2002, 2001 and 2000, certain lessees generated  significant portions
of the Partnership's total lease revenues as follows:

<TABLE>
<CAPTION>
                                                                2002    2001     2000
                                                                ----    ----     ----
Lessee                           Type of Equipment
Consolidated Rail Corporation    Locomotives & intermodal
<S>                                                              <C>     <C>     <C>
                                 containers                      19%     13%      *
Burlington Northern Santa Fe     Locomotives & intermodal        13%      *       *
                                 containers
National Steel Corporation       Steel manufacturing             11%     12%      *
Daimler Chrysler Corporation     Automobile manufacturing         *      11%      *
Tarmac America                   Construction                     *      10%      *
NEC Electronics                  Semiconductor manufacturing      *       *      18%
*  Less than 10%
</TABLE>



                                       2
<PAGE>

     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 that 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.

     The business of the Partnership is not seasonal.

     The Partnership has no full time employees.

Equipment Leasing Activities

     Through  December 31, 2002, 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     Sales Price       Expenses *
---------                   ----------------    -----------       ----------
Manufacturing                  $33,114,703        $ 7,932,410       $27,787,808
Office automation               14,183,796          1,684,934        13,987,245
Railcars and locomotives        29,384,533         25,033,594        11,499,911
Transportation                  12,850,836          4,955,590        11,726,144
Mining                           7,830,671          2,061,091         7,766,029
Materials handling               8,218,959          1,169,558         8,760,453
Construction                    10,570,013          3,791,076        10,469,071
Other                            2,151,474            404,813         1,746,679
Containers                       1,455,852            462,728         1,268,352
                           ----------------   ----------------  ----------------
                              $119,760,837        $47,495,794       $95,011,692
                           ================   ================  ================

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

     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, 2002 and the industries to which the assets have been leased.

<TABLE>
<CAPTION>
                                        Purchase Price Excluding  Percentage of Total
Asset Types                                 Acquisition Fees        Acquisitions
-----------                                 ----------------        ------------
<S>                                            <C>                          <C>
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 and gas                                     16,535,633                   7.94%
Communications                                    5,282,291                  2.54%
Other                                             6,182,198                  2.96%
                                           ----------------        ----------------
                                              $208,275,158                 100.00%
                                           ================        ================
</TABLE>

     For  further  information  regarding  the  Partnership's   equipment  lease
portfolio  as of December  31,  2002,  see Note 3 to the  financial  statements,
Investments in equipment and leases,  as set forth in Part II, Item 8, Financial
Statements and Supplementary Data.




                                       3
<PAGE>

Item 2.  PROPERTIES

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


Item 3.  LEGAL PROCEEDINGS

     No material legal proceedings are currently pending against the Partnership
or against any of its assets.  The  following is a discussion  of legal  matters
involving  the  Partnership,  but  which do not  represent  claims  against  the
Partnership or its assets.

Quaker Coal Company:

     On  December  31,  1997,  Quaker  Coal  Company  (the  Debtor),  one of the
Partnership's  lessees,  requested a moratorium  on lease  payments from January
through March 1998. No lease payments were made by the lessee through June 1998,
and  as  a  result,   the  General  Partner   declared  the  lease  in  default.
Subsequently, the lessee cured the outstanding payments and eventually satisfied
substantially  all lease  payments  due under the lease;  however,  the  General
Partner  refused to waive the default and insisted on contractual  damages.  The
General Partner filed a suit against the lessee for its  contractual  damages in
the U.S. District Court of Northern California (the "Court").  On June 16, 2000,
the lessee filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code.
The amounts of these damages have not been included in the financial  statements
included in Part II, Item 8 of this report.

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

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

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

     In  January  2002,  the  Partnership   attended  an  appellate   settlement
conference seeking to resolve the outstanding disputed claim. A reserve has been
set aside by the Debtor's  liquidating  trustee in the amount of $1.2 million in
partial  satisfaction  of the  Partnership's  claim,  although this claim amount
remains  in  dispute.  In  January  2003,  the  Federal  Appellate  Court in San
Francisco  heard an appeal of the lower  Court's  decision.  The results of that
appellate  decision  was  handed  down in March of 2003 and was  adverse  to the
Partnership's  position.  The Partnership is currently considering  requesting a
rehearing of that  decision.  The  likelihood  of recovery of amounts  above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.

Elkay Mining Company:

     On December 17, 1999,  Elkay Mining  Company,  a subsidiary of The Pittston
Company (the  Guarantor),  filed a suit for declaratory  relief in response to a
notice of event of default sent by the  Partnership.  The dispute  surrounds the
treatment  by the lessee of a defect in the leased  equipment,  and the lessee's
failure to notify the lessor of the defect in the equipment.  All lease payments
under that lease were made in a timely  manner,  and the  equipment was returned
and liquidated by the Partnership for $112,501, which is approximately 6% of the
original  equipment cost. The Partnership  believes that it has suffered damages
and loss as a result of actions of the lessee, in the amount of $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated damages due under the lease.

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



                                       4
<PAGE>

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

Applied Magnetics Corporation:

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

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

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

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


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

None.


                                     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 that 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. As a result,  there is no currently  ascertainable market
value for the Units.

Holders

     As of December 31, 2002, a total of 6,469  investors were record holders of
Units in the Partnership.

ERISA Valuation

     In order to permit ERISA fiduciaries who hold Units to satisfy their annual
reporting requirements,  the General Partner estimated the value per Unit of the
Partnership's  assets as of September 30, 2002. The General  Partner  calculated
the estimated  liquidation  proceeds that would be realized by the  Partnership,
assuming an orderly disposition of all of the Partnership's assets as of January
1, 2003. The estimates  were based on the amount of remaining  lease payments on
existing  Partnership leases, and the estimated residual values of the equipment
held by the Partnership upon the termination of those leases. This valuation was
based solely on the General  Partner's  perception of market  conditions and the
types and amounts of the  Partnership's  assets.  No  independent  valuation was
sought.

     After calculating the aggregate estimated disposition proceeds, the General
Partner then  calculated  the portion of the  aggregate  estimated  value of the
Partnership  assets that would be  distributed to Unit holders on liquidation of
the  Partnership,  and  divided  the  total so  distributable  by the  number of
outstanding  Units.  As of September  30, 2002,  the value of the  Partnership's
assets,  calculated  on this  basis,  was  approximately  $3.91  per  Unit.  The
foregoing valuation was performed solely for the ERISA purposes described above.
There  is no  market  for the  Units,  and,  accordingly,  this  value  does not
represent  an estimate of the amount a Unit holder  would  receive if he were to
seek to sell his Units. Furthermore,  there can be no assurance as to the amount
the  Partnership  may  actually  receive if and when it seeks to  liquidate  its
assets,  or the amount of lease payments and equipment  disposition  proceeds it
will actually receive over the remaining term of the Partnership.



                                       5
<PAGE>

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 2002  operations  was $0.0875 per
Unit. The distributions  were paid in February 2002 through December 2002 and in
January 2003. For each quarterly  distribution  (paid in April, July and October
2002 and in January 2003) the rate was $0.2625 per Unit. Distributions were from
2002 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 2001  operations  was $0.0875 per
Unit. The distributions  were paid in February 2001 through December 2001 and in
January 2002. For each quarterly  distribution  (paid in April, July and October
2001 and in January 2002) the rate was $0.2625 per Unit. Distributions were from
2001 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 2000  operations  was $0.0875 per
Unit. The distributions  were paid in February 2000 through December 2000 and in
January 2001. For each quarterly  distribution  (paid in April, July and October
2000 and in January 2001) the rate was $0.2625 per Unit. Distributions were from
2000 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 has 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 rather than on a quarterly basis.

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

<TABLE>
<CAPTION>
                                             2002             2001             2000             1999             1998
                                             ----             ----             ----             ----             ----
<S>                                             <C>               <C>              <C>             <C>               <C>
Distributions of net income (loss)              $ (0.10)          $ 0.17           $ 0.76          $ (0.07)          $ 0.06
Return of investment                               1.15             0.88             0.30             1.11             0.94
                                        ---------------- ---------------- ---------------- ----------------- ---------------
Distributions per unit                             1.05             1.05             1.06             1.04             1.00
Differences due to timing of
   distributions                                      -                -            (0.01)            0.01                -
                                        ---------------- ---------------- ---------------- ----------------- ---------------
Nominal distribution rates from above            $ 1.05           $ 1.05           $ 1.05           $ 1.05           $ 1.00
                                        ================ ================ ================ ================= ===============
</TABLE>


Item 6.  SELECTED FINANCIAL DATA

     The following table presents selected  financial data of the Partnership at
December 31, 2002, 2001, 2000, 1999 and 1998 and for the years then ended.  This
financial data should be read in conjunction  with the financial  statements and
related notes included under Part II Item 8.

<TABLE>
<CAPTION>
                                             2002             2001             2000             1999             1998
                                             ----             ----             ----             ----             ----
<S>                                         <C>              <C>              <C>              <C>              <C>
Gross revenues                              $13,735,916      $16,549,229      $27,796,597      $34,400,228      $36,149,061

Net income (loss)                          $ (1,148,403)     $ 2,838,363      $ 9,533,716       $ (906,676)       $ 710,923

Weighted average Units                       12,495,063       12,500,050       12,500,050       12,500,050       12,500,050

Net income (loss) allocated to
   Limited Partners                        $ (1,280,043)     $ 2,123,116      $ 9,438,379       $ (897,609)       $ 703,814

Net income (loss) per Unit, based on
   weighted average Units
   outstanding                                  $ (0.10)          $ 0.17           $ 0.76          $ (0.07)          $ 0.06

Distributions per Unit, based on
   weighted average Units
   outstanding                                   $ 1.05           $ 1.05           $ 1.06           $ 1.04           $ 1.00

Total Assets                                $34,625,398      $65,841,842      $79,350,099     $110,704,998     $140,096,180

Non-recourse Debt                           $ 4,853,239      $21,712,993      $28,971,912      $46,490,585      $65,164,309

Total Partners' Capital                     $23,607,548      $38,008,680      $48,537,398      $52,207,752      $66,322,437
</TABLE>




                                       6
<PAGE>

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

     Statements contained in this Item 7, "Management's  Discussion and Analysis
of Financial  Condition and Results of  Operations,"  and elsewhere in this Form
10-K, which are not historical facts, may be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-K.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-K or to reflect the  occurrence of
unanticipated events, other than as required by law.

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 the General Partner and certain of its
affiliates  in  a  $55,645,837   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of December 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                             <C>
Amount  borrowed by the Partnership under the acquisition facility                              $    5,100,000
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                             23,900,000
                                                                                               -----------------
Total borrowings under the acquisition facility                                                     29,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility              -
                                                                                               -----------------
Total outstanding balance                                                                       $  29,000,000
                                                                                               =================

Total available under the line of credit                                                        $  55,645,837
Total outstanding balance                                                                          (29,000,000)
                                                                                               -----------------
Remaining availability                                                                          $  26,645,837
                                                                                               =================
</TABLE>

     Draws on the  acquisition  facility by any individual  borrower are secured
only  by  that  borrower's  assets,  including  equipment  and  related  leases.
Borrowings  on the  warehouse  facility are  recourse  jointly to certain of the
affiliated partnerships and limited liability companies, the Partnership and the
General Partner.

     As of December 31, 2002,  cash  balances  consisted of working  capital and
amounts reserved for distributions in January 2003, generated from operations in
2002.

The Partnership currently has available adequate reserves to meet its immediate
cash requirements and those of the next twelve months, 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.

     During  the  term  of  the   Partnership,   the  Partnership  had  borrowed
$100,521,405 of non-recourse debt. As of December 31, 2002, the remaining unpaid
balance as of that date was $4,853,239.

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.



                                       7
<PAGE>

     See Note 4 to the financial statements,  Non-recourse debt, as set forth in
Part II, Item 8,  Financial  Statements and  Supplementary  Data, for additional
information regarding non-recourse 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.

     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

2002 vs. 2001:

     In 2002,  the  Partnership's  primary  source of cash was proceeds from the
sales of lease assets. In 2001, the Partnership's primary source of cash was the
rents  from  operating  leases.  Cash  flows  from  operations   decreased  from
$8,719,200 in 2001 to $7,228,660 in 2002, a decrease of $1,490,540. The decrease
resulted from decreased operating lease rents.

     In 2002 and 2001,  sources of cash from investing  activities  consisted of
proceeds from sales of lease assets and cash flows from direct financing leases.
Proceeds from asset sales  increased  from  $2,511,046 in 2001 to $18,588,007 in
2002. Proceeds from sales of lease assets are not expected to be consistent from
one year to another.  The cash flows from direct financing leases decreased from
$259,277 in 2001 to $45,586 in 2002.

     In 2002 and 2001,  the only source of cash from  financing  activities  was
borrowings under the line of credit.  Repayments of non-recourse  debt increased
from  $3,863,254 in 2001 to  $13,048,829  in 2002 as a result of scheduled  debt
payments. Scheduled repayments in 2002 were $5,743,147. An additional $7,305,683
was repaid with a portion of the proceeds from the sales of leased  assets.  The
notes repaid ahead of time had been used to finance a portion of the assets that
were sold in 2002.

2001 vs. 2000:

     In 2001 and 2000,  the  Partnership's  primary source of cash was the rents
from operating leases. Cash flows from operations  decreased from $15,929,861 in
2000 to $8,719,200 in 2001, a decrease of $7,210,661. The decrease resulted from
decreased operating lease rents.

     In 2001 and 2000,  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  slightly from $269,437 in
2000 to $259,277 in 2001.  Proceeds from asset sales decreased from  $18,083,829
in 2000 to  $2,709,345  in 2001.  Proceeds  from  sales of lease  assets are not
expected to be consistent from one year to another.

     In 2001,  the only  source  of cash  from  financing  activities  was funds
borrowed
under the line of credit. In 2000, there were no financing sources of cash. In
1999, the only source of cash from financing activities was borrowings under the
line of credit. Repayments of non-recourse debt decreased (from $11,172,244 in
2000 to $3,863,254 in 2001) as a result of scheduled debt payments.

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).

2002 vs. 2001:

     Revenues in 2002 decreased to $13,735,916  compared to $16,549,229 in 2001.
Most of the Partnership's  revenues are generated from operating  leases.  These
rents have  decreased  as a result of 2001 and 2002 asset  sales and lower lease
rates on lease renewals.

     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 2001 and 2002 sales that led to 2002
revenue  decreases also gave rise to the decrease in  depreciation  expense from
$8,401,319 in 2001 to $6,422,385 in 2002.

     Interest  expense has  decreased as a result of lower average debt balances
in 2002 compared to 2001.



                                       8
<PAGE>

     Equipment management fees are related to lease revenues.  In 2002, revenues
decreased as noted above and, as a result,  the  management  fees also decreased
from $771,498 in 2001 to $695,721 in 2002, a decrease of $75,777.

     Management periodically reviews the carrying values of its assets on leases
and  assets  held for  lease or sale.  As a result  of that  review,  management
determined  that the value of a fleets of jumbo covered hopper cars had declined
in value to the  extent  that the  carrying  values had  become  impaired.  This
decline is the result of  decreased  long-term  demand for these types of assets
and a  corresponding  reduction  in the  amounts of rental  payments  that these
assets command  currently.  Management have recorded a provision for the decline
in value of those assets in the amount of $4,636,923 for the year ended December
31, 2002.

2001 vs. 2000:

     Revenues in 2001 decreased to $16,549,229  compared to $27,796,597 in 2000.
Most of the Partnership's  revenues are generated from operating  leases.  These
rents have decreased as a result of 2000 and 2001 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 2000 and 2001 sales that led to 2001
revenue  decreases also gave rise to the decrease in  depreciation  expense from
$15,540,231 in 2000 to $8,401,319 in 2001.

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

     Equipment management fees are related to lease revenues.  In 2001, revenues
decreased as noted above and, as a result,  the  management  fees also decreased
from $569,141 in 2000 to $371,281 in 2001, a decrease of $197,860.

     Cost  reimbursements  to the  General  Partner  increased  as a result of a
revised  analysis of the costs incurred by the General Partners and allocated to
the Partnership.

Recent Accounting Pronouncement

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144,  Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144),
which  addresses  financial  accounting  and  reporting  for the  impairment  or
disposal of long-lived  assets and supersedes  SFAS No. 121,  Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and
the  accounting  and reporting  provisions of APB Opinion No. 30,  Reporting the
Results of  Operations,  for a disposal of a segment of a business.  SFAS 144 is
effective  for fiscal years  beginning  after  December  15, 2001,  with earlier
application encouraged.  The Partnership adopted SFAS 144 as of January 1, 2002.
The  adoption  of the  Statement  did  not  have  a  significant  impact  on the
Partnership's financial position and results of operations.

Internal Controls

     As of December 31, 2002, an evaluation was performed  under the supervision
and with the  participation of the Partnership's  management,  including the CEO
and CFO of the General Partner, of the effectiveness of the design and operation
of  the  Partnership's  disclosure  controls  and  procedures.   Based  on  that
evaluation,  the  Partnership's  management,  including  the  CEO and CFO of the
General  Partner,  concluded  that the  Partnership's  disclosure  controls  and
procedures  were  effective  as  of  December  31,  2002.  There  have  been  no
significant  changes in the Partnership's  internal controls or in other factors
that could  significantly  affect internal  controls  subsequent to December 31,
2002.

Critical Accounting Policies

     The  policies   discussed   below  are  considered  by  management  of  the
Partnership to be critical to an  understanding of the  Partnership's  financial
statements because their application  requires significant complex or subjective
judgments,  decisions, or assessments,  with financial reporting results relying
on  estimation  about  the  effect of  matters  that are  inherently  uncertain.
Specific  risks for these  critical  accounting  policies  are  described in the
following  paragraphs.  The Partnership also states these accounting policies in
the  notes  to  the  financial  statements  and in  relevant  sections  in  this
discussion and analysis.  For all of these  policies,  management  cautions that
future  events  rarely  develop  exactly  as  forecast,  and the best  estimates
routinely require adjustment.

Use of Estimates:

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



                                       9
<PAGE>

Asset Valuation:

     Recorded values of the Company's asset portfolio are periodically  reviewed
for impairment in accordance  with Statement of Financial  Accounting  Standards
(SFAS) No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets.
An impairment loss is measured and recognized only if the estimated undiscounted
future cash flows of the asset are less than their net book value. The estimated
undiscounted  future cash flows are the sum of the estimated  residual  value of
the asset at the end of the asset's  expected  holding  period and  estimates of
undiscounted future rents. The residual value assumes,  among other things, that
the asset is  utilized  normally  in an open,  unrestricted  and stable  market.
Short-term  fluctuations  in the market place are  disregarded and it is assumed
that there is no  necessity  either to dispose  of a  significant  number of the
assets, if held in quantity,  simultaneously or to dispose of the asset quickly.
Impairment is measured as the  difference  between the fair value (as determined
by the  discounted  estimated  future cash flows) of the assets and its carrying
value on the measurement date.


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,  2002,  there was
$5,100,000  outstanding  on the floating  rate line of credit and the  effective
interest rates of the borrowings ranged from 3.29% to 4.25%.

     To hedge its interest  rate risk related to this  variable  rate debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 2002,  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 10 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.  (Partnership)  as of December 31, 2002 and 2001,  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,  2002.  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, 2002 and 2001,  and the results of its  operations  and
its cash flows for each of the three  years in the  period  ended  December  31,
2002, in conformity with accounting  principles generally accepted in the United
States.

                                                          /s/ ERNST & YOUNG LLP

San Francisco, California
February 7, 2003


                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2002 AND 2001


                                     ASSETS

                                                    2002             2001
                                                    ----             ----
Cash and cash equivalents                            $ 861,707        $ 701,012

Accounts receivable, net of allowance for
   doubtful accounts of $460,000 in 2002
   and $861,254 in 2001                              4,572,615        7,200,988

Investments in equipment and leases                 29,191,076       57,939,842
                                               ---------------- ----------------
Total assets                                       $34,625,398      $65,841,842
                                               ================ ================




                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $ 4,853,239      $21,712,993

Line of credit                                       5,100,000        4,500,000

Accounts payable and accruals:
   General Partner                                      29,145          208,687
   Other                                               570,779          585,993

Accrued interest payable                               395,555          762,476

Unearned lease income                                   69,132           63,013
                                               ---------------- ----------------
                                                    11,017,850       27,833,162

Partners' capital:
     General Partner                                         -                -
     Limited Partners                               23,607,548       38,008,680
                                               ---------------- ----------------
Total partners' capital                             23,607,548       38,008,680
                                               ---------------- ----------------
Total liabilities and partners' capital            $34,625,398      $65,841,842
                                               ================ ================



                             See accompanying notes.



                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                               2002             2001             2000
                                                                               ----             ----             ----
Revenues:
Leasing activities:
<S>                                                                           <C>              <C>              <C>
   Operating leases                                                           $11,837,377      $16,849,677      $23,443,137
   Direct financing leases                                                        383,338          197,224           86,858
   Gain (loss) on sales of assets                                               1,439,127         (559,525)       4,039,545
Interest income                                                                     7,432           50,520          196,627
Other                                                                              68,642           11,333           30,430
                                                                          ---------------- ---------------- ----------------
                                                                               13,735,916       16,549,229       27,796,597

Expenses:
Depreciation and amortization                                                   6,917,377        8,641,204       16,127,857
Provision for losses and impairments                                            4,636,923                -                -
Interest                                                                        1,364,442        2,217,411        3,151,691
Cost reimbursements to General Partner                                            789,052          866,915          508,653
Other                                                                             466,389          479,274          305,541
Equipment and incentive management fees to affiliates                             695,721          771,498          963,332
Provision for (recovery of) doubtful accounts                                    (401,254)         276,067                -
Railcar maintenance                                                               296,946          337,429          444,768
Professional fees                                                                 118,723          121,068           81,813
                                                                          ---------------- ---------------- ----------------
                                                                               14,884,319       13,710,866       21,583,655
                                                                          ---------------- ---------------------------------
Income (loss) before extraordinary item                                        (1,148,403)       2,838,363        6,212,942
Extraordinary gain on early extinguishment of debt                                      -                -        3,320,774
                                                                          ---------------- ---------------- ----------------
Net income (loss)                                                            $ (1,148,403)     $ 2,838,363      $ 9,533,716
                                                                          ================ ================ ================

Net income (loss):
   General Partner                                                              $ 131,640        $ 715,247         $ 95,337
   Limited Partners                                                            (1,280,043)       2,123,116        9,438,379
                                                                          ---------------- ---------------- ----------------
                                                                             $ (1,148,403)     $ 2,838,363      $ 9,533,716
                                                                          ================ ================ ================

Income (loss) before extraordinary item per Limited Partnership
   unit                                                                           $ (0.10)          $ 0.17           $ 0.50
Extraordinary gain on early extinguishment of debt
   per Limited Partnership unit                                                         -                -             0.26
                                                                          ---------------- ---------------- ----------------
Net income (loss) per Limited Partnership unit                                    $ (0.10)          $ 0.17           $ 0.76
                                                                          ================ ================ ================


Weighted average number of units outstanding                                   12,495,063       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, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                         Limited Partners      General
                                                              Units           Amount           Partner          Total
<S>                                                           <C>             <C>               <C>             <C>
Balance December 31, 1999                                     12,500,050      $52,775,696       $ (567,944)     $52,207,752
Distributions to limited partners ($1.06 per Unit)                            (13,204,070)               -      (13,204,070)
Net income                                                                      9,438,379           95,337        9,533,716
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 2000                                     12,500,050       49,010,005         (472,607)      48,537,398
Distributions to limited partners ($1.05 per Unit)                            (13,124,441)               -      (13,124,441)
Distributions to General Partner                                                        -         (242,640)        (242,640)
Net income                                                                      2,123,116          715,247        2,838,363
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 2001                                     12,500,050       38,008,680                -       38,008,680
Distributions to limited partners ($1.05 per Unit)                            (13,117,182)               -      (13,117,182)
Distributions to General Partner                                                        -         (131,640)        (131,640)
Limited partnership units repurchased                             (9,974)          (3,907)               -           (3,907)
Net income (loss)                                                              (1,280,043)         131,640       (1,148,403)
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 2002                                     12,490,076      $23,607,548              $ -      $23,607,548
                                                         ================ ================ ================ ================
</TABLE>


                             See accompanying notes.


                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                               2002             2001             2000
                                                                               ----             ----             ----
Operating activities:
<S>                                                                          <C>               <C>              <C>
Net income (loss)                                                            $ (1,148,403)     $ 2,838,363      $ 9,533,716
Adjustment to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                              6,917,377        8,641,204       16,127,857
     Provision for losses and impairments                                       4,636,923                -                -
     Provision for (recovery of ) doubtful accounts                              (401,254)         276,067                -
     (Gain) loss on sales of assets                                            (1,439,127)         559,525       (4,039,545)
     Extraordinary gain on early extinguishment of debt                                 -                -       (3,320,774)
     Changes in operating assets and liabilities:
         Accounts receivable                                                   (1,770,373)      (4,785,126)      (2,329,866)
         Accounts payable, General Partner                                       (179,542)         (55,708)        (812,362)
         Accounts payable, other                                                  (15,214)         254,608         (262,477)
         Accrued interest payable                                                 622,154        1,064,450        1,325,602
         Unearned lease income                                                      6,119          (74,183)        (292,290)
                                                                          ---------------- ---------------- ----------------
Net cash provided by operating activities                                       7,228,660        8,719,200       15,929,861
                                                                          ---------------- ---------------- ----------------

Investing activities:
Proceeds from sales of assets                                                  18,588,007        2,511,046       18,083,829
Reduction of net investment in direct financing leases                             45,586          259,277          269,437
Purchases of equipment on operating leases                                              -           (5,452)               -
                                                                          ---------------- ---------------- ----------------
Net cash provided by investing activities                                      18,633,593        2,764,871       18,353,266
                                                                          ---------------- ---------------- ----------------

Financing activities:
Repayments of non-recourse debt                                               (13,048,829)      (3,863,254)     (11,172,244)
Distributions to Limited Partners                                             (13,117,182)     (13,124,441)     (13,204,070)
Repayments of borrowings under line of credit                                  (6,000,000)      (1,000,000)      (8,350,000)
Repurchase of limited partnership units                                            (3,907)               -                -
Borrowings under line of credit                                                 6,600,000        5,500,000                -
Distributions to General Partner                                                 (131,640)        (242,640)               -
                                                                          ---------------- ---------------- ----------------
Net cash used in financing activities                                         (25,701,558)     (12,730,335)     (32,726,314)
                                                                          ---------------- ---------------- ----------------

Net increase (decrease) in cash and cash equivalents                              160,695       (1,246,264)       1,556,813
Cash and cash equivalents at beginning of year                                    701,012        1,947,276          390,463
                                                                          ---------------- ---------------- ----------------
Cash and cash equivalents at end of year                                        $ 861,707        $ 701,012      $ 1,947,276
                                                                          ================ ================ ================

</TABLE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                               2002             2001             2000
                                                                               ----             ----             ----

Supplemental disclosures of cash flow information:
<S>                                                                             <C>            <C>              <C>
Cash paid during the year for interest                                          $ 742,288      $ 1,152,961      $ 1,826,089
                                                                          ================ ================ ================

Schedule of non-cash transactions:

Offset of accounts receivable and debt service per lease and debt agreement:
Accrued interest payable                                                       $ (989,075)    $ (1,404,335)    $ (1,774,345)
Non-recourse debt                                                              (3,810,925)      (3,395,665)      (3,025,655)
                                                                          ---------------- ---------------- ----------------
Accounts receivable                                                          $ (4,800,000)    $ (4,800,000)    $ (4,800,000)
                                                                          ================ ================= ===============

Extraordinary gain on early extinguishment of debt                                    $ -              $ -      $ 3,320,774
                                                                          ================ ================= ===============
</TABLE>




                             See accompanying notes.


                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


1.  Organization and Partnership matters:

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

     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  Services  LLC
(ATEL).  Prior to  converting  to a limited  liability  company  structure,  the
General Partner was formerly known as ATEL Financial Corporation.

     The Partnership's  business consists of leasing various types of equipment.
As of December 31, 2002,  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 lives of the
related leases.

Direct financing leases:

     Income from  direct  financing  lease  transactions  is reported  using the
financing  method of accounting,  in which the  Partnership's  investment in the
leased  property  is reported as a  receivable  from the lessee 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
include cash in banks and cash equivalent  investments with original  maturities
of ninety days or less.





                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

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.

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

                                                   2002             2001
                                                   ----             ----
Financial statement basis of net assets           $23,607,548      $38,008,680
Tax basis of net assets                            15,390,267        6,482,117
                                              ---------------- ----------------
Difference                                        $ 8,217,281      $31,526,563
                                              ================ ================

     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  impairment   losses,   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  reported  in  these  financial
statements  to  the  loss  reported  on the  Partnership's  federal  tax  return
(unaudited):

<TABLE>
<CAPTION>
                                                                               2002             2001             2000
                                                                               ----             ----             ----
<S>                                                                          <C>               <C>              <C>
Net income (loss) per financial statements                                   $ (1,148,403)     $ 2,838,363      $ 9,533,716
Adjustment to depreciation expense                                              2,227,441          429,207         (701,135)
Other adjustments to revenues and expenses                                     16,402,696          811,895        6,359,698
Provision for losses                                                            4,636,923                -                -
Provision for doubtful accounts                                                  (401,254)         276,067                -
                                                                          ---------------- ---------------- ----------------
Net income per federal tax return                                             $21,717,403      $ 4,355,532      $15,192,279
                                                                          ================ ================ ================
</TABLE>

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  that   potentially   subject  the  Partnership  to
concentrations of credit risk include cash and cash equivalents,  direct finance
lease  receivables  and accounts  receivable.  The  Partnership  places its cash
deposits  and  temporary  cash  investments  with  creditworthy,   high  quality
financial  institutions.  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, 2002, 2001 and 2000.



                                       17
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

Basis of presentation:

     The accompanying  financial statements as of December 31, 2002 and 2001 and
for the three years ended  December  31, 2002 have been  prepared in  accordance
with  accounting  principles  generally  accepted in the United States.  Certain
prior  year  amounts  have been  reclassified  to conform  to the  current  year
presentation.

Use of estimates:

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

Asset valuation:

     Recorded values of the Company's asset portfolio are periodically  reviewed
for impairment in accordance  with Statement of Financial  Accounting  Standards
(SFAS) No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets.
An impairment loss is measured and recognized only if the estimated undiscounted
future cash flows of the asset are less than their net book value. The estimated
undiscounted  future cash flows are the sum of the estimated  residual  value of
the asset at the end of the asset's  expected  holding  period and  estimates of
undiscounted future rents. The residual value assumes,  among other things, that
the asset is  utilized  normally  in an open,  unrestricted  and stable  market.
Short-term  fluctuations  in the market place are  disregarded and it is assumed
that there is no  necessity  either to dispose  of a  significant  number of the
assets, if held in quantity,  simultaneously or to dispose of the asset quickly.
Impairment is measured as the  difference  between the fair value (as determined
by the  discounted  estimated  future cash flows) of the assets and its carrying
value on the measurement date.

Recent accounting pronouncement:

     In August 2001, the Financial  Accounting  Standards Board issued Statement
of Financial  Accounting  Standards No. 144,  Accounting  for the  Impairment or
Disposal of Long-Lived Assets (SFAS 144), which addresses  financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No.  121,  Accounting  for the  Impairment  of  Long-Lived  Assets  and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations,  for a disposal of a
segment of a business.  SFAS 144 is effective for fiscal years  beginning  after
December 15, 2001, with earlier application encouraged.  The Partnership adopted
SFAS 144 as of January 1, 2002.  The  adoption of the  Statement  did not have a
significant  impact on the  Partnership's  financial  position  and  results  of
operations.

Initial direct costs:

     The  Partnership  capitalizes  initial  direct  costs  associated  with the
acquisition  of lease assets.  The costs are  amortized  over a five year period
using a straight line method.



                                       18
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

Accounts receivable:

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


3.  Investments in equipment and leases:

     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,
                                                              2001           of Leases      Dispositions         2002
                                                              ----           ---------      ------------         ----
<S>                                                          <C>            <C>              <C>                <C>
Net investment in operating leases                           $55,447,510    $ (6,422,385)    $ (22,653,790)     $26,371,335
Net investment in direct financing leases                        921,543         (45,586)         3,233,011       4,108,968
Assets held for sale or lease                                  1,134,490               -          2,271,899       3,406,389
Residual value interests                                          34,159               -                  -          34,159
Reserve for losses and impairments                              (188,009)     (4,636,923)                 -      (4,824,932)
Initial direct costs, net of accumulated amortization
   of $798,164 in 2002 and $1,535,327 in 2001                    590,149         (494,992)                -          95,157
                                                         ---------------- ---------------- ---------------- ----------------
                                                             $57,939,842    $ (11,599,886)   $ (17,148,880)     $29,191,076
                                                         ================ ================ ================ ================
</TABLE>

     Management periodically reviews the carrying values of its assets on leases
and  assets  held for  lease or sale.  As a result  of that  review,  management
determined  that the value of a fleets of jumbo covered hopper cars had declined
in value to the  extent  that the  carrying  values had  become  impaired.  This
decline is the result of  decreased  long-term  demand for these types of assets
and a  corresponding  reduction  in the  amounts of rental  payments  that these
assets currently  command.  Management have recorded a provision for the decline
in value of those assets in the amount of $4,636,923 for the year ended December
31, 2002.




                                       19
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


3.  Investments in equipment and leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                   Reclass-
                               December 31,                      ifications or    December 31,
                                   2001           Additions      Dispositions         2002
                                   ----           ---------      ------------         ----
<S>                               <C>             <C>             <C>                <C>
Transportation                    $82,924,093              $ -    $ (33,531,062)     $49,393,031
Construction                       19,955,096                -       (8,228,090)      11,727,006
Materials handling                 10,062,364                -       (1,744,661)       8,317,703
Office automation                   1,503,725                -         (204,888)       1,298,837
Miscellaneous                       1,042,203                -         (282,336)         759,867
Manufacturing                         288,768                -         (210,284)          78,484
                              ---------------- ---------------- ---------------- ----------------
                                  115,776,249                -      (44,201,321)      71,574,928
Less accumulated depreciation     (60,328,739)      (6,422,385)      21,547,531      (45,203,593)
                              ---------------- ---------------- ---------------- ----------------
                                  $55,447,510     $ (6,422,385)   $ (22,653,790)     $26,371,335
                              ================ ================ ================ ================
</TABLE>

Direct financing leases:

     As of December 31, 2002 and 2001,  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, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                 2002             2001
                                                                 ----             ----
<S>                                                             <C>              <C>
Total minimum lease payments receivable                         $ 5,349,330      $ 1,015,735
Estimated residual values of leased equipment (unguaranteed)        183,782          200,683
                                                            ---------------- ----------------
Investment in direct financing leases                             5,533,112        1,216,418
Less unearned income                                             (1,424,144)        (294,875)
                                                            ---------------- ----------------
Net investment in direct financing leases                       $ 4,108,968        $ 921,543
                                                            ================ ================
</TABLE>

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

     At  December  31,  2002,  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
         ------------      ------           ------            -----
                  2003     $ 7,510,711      $ 1,133,227       $8,643,938
                  2004       1,841,675        3,919,823        5,761,498
                  2005       1,517,116           98,760        1,615,876
                  2006         356,101           98,760          454,861
                  2007               -           98,760           98,760
                       ---------------- ---------------- ----------------
                           $11,225,603       $5,349,330      $16,574,933
                       ================ ================ ================



                                       20
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


3.  Investments in equipment and leases (continued):

Reserves for losses and impairments and allowance for doubtful accounts:

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

                                             Reserve for     Allowance for
                                             losses and        doubtful
                                             impairments       accounts
            Balance December 31,1999           $ 5,898,376        $ 282,992
            Reclassifications                     (302,195)         302,195
            Charge offs                         (5,304,276)               -
                                           ---------------- ----------------
            Balance December 31, 2000              291,905          585,187
            Provision                                    -          276,067
            Charge offs                           (103,896)               -
                                           ---------------- ----------------
            Balance December 31, 2001              188,009          861,254
            Recoveries                                   -         (401,254)
            Provision                            4,636,923                -
                                           ---------------- ----------------
            Balance December 31, 2002          $ 4,824,932        $ 460,000
                                           ================ ================


4.  Non-recourse debt:

     At December  31,  2002,  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 fixed  rates  from 8.37% to
12.22%.  The notes are secured by  assignments  of lease payments and pledges of
assets.  At December  31,  2002,  the  carrying  value of the pledged  assets is
$4,044,988. The notes mature from 2003 through 2007.

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

           Year ending
          December 31,     Principal        Interest           Total
                   2003     $ 4,482,977        $ 560,641      $ 5,043,618
                   2004         109,054           26,870          135,924
                   2005          79,916           18,844           98,760
                   2006          86,868           11,892           98,760
                   2007          94,424            4,336           98,760
                        ---------------- ---------------- ----------------
                            $ 4,853,239        $ 622,583      $ 5,475,822
                        ================ ================ ================






                                       21
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


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  whereby 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.

     Each  of ATEL  Leasing  Corporation  ("ALC"),  ATEL  Equipment  Corporation
("AEC"),  ATEL Investor  Services  ("AIS") and ATEL Financial  Services LLC 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
ATEL Financial Services LLC.

     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 2002, 2001 and
2000:

<TABLE>
<CAPTION>
                                                                   2002             2001             2000
                                                                   ----             ----             ----
<S>                                                                 <C>              <C>              <C>
Cost reimbursements to ATEL                                         $ 789,052        $ 866,915        $ 508,653

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)                                        695,721          771,498          963,332

                                                              ---------------- ---------------------------------
                                                                  $ 1,484,773      $ 1,638,413      $ 1,471,985
                                                              ================ ================ ===============
</TABLE>



                                       22
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


6.  Partners' capital:

     As of December  31,  2002,  12,490,076  Units were issued and  outstanding,
including the 50 Units issued to the Initial  Limited  Partners.  As of December
31, 2001,  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.

     As defined in the Limited  Partnership  Agreement,  the  Partnership's  Net
Profits,  Net Losses,  and Tax Credits  are to be  allocated  99% to the Limited
Partners and 1% to the General  Partner.  In accordance with the terms of the of
Limited Partnership Agreement, additional allocations of income were made to the
General Partner in 2002 and 2001. The amounts allocated were determined to bring
the General Partner's ending capital account balance to zero.

     As  defined  in the  Limited  Partnership  Agreement,  available  Cash from
Operations and Cash from Sales and Refinancing are to 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, 2002, 2001 and 2000 there were  concentrations  (greater
than 10%) of equipment leased to lessees in certain  industries (as a percentage
of total equipment cost) as follows:

                                  2002             2001             2000
                                  ----             ----             ----
 Rail transportation               44%              33%             31%
 Other manufacturing               21%              30%             33%
 Municipalities                    15%              13%              *
 Other transportation services     13%               *               *
 * Less than 10%.

     During 2002, three customer comprised 19%, 13% and 11% of the Partnership's
revenues from leases. During 2001, four customer comprised 13%, 12%, 11% and 10%
of the Partnership's  revenues from leases.  During 2000, one customer comprised
18% of the Partnership's revenues from leases.



                                       23
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


8.  Lines of credit:

     The  Partnership  participates  with the General Partner and certain of its
affiliates  in  a  $55,645,837   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of December 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                              <C>
Amount  borrowed by the Partnership under the acquisition facility                               $    5,100,000
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                              23,900,000
                                                                                               -----------------
Total borrowings under the acquisition facility                                                      29,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility               -
                                                                                               -----------------
Total outstanding balance                                                                         $  29,000,000
                                                                                               =================

Total available under the line of credit                                                          $  55,645,837
Total outstanding balance                                                                           (29,000,000)
                                                                                               -----------------
Remaining availability                                                                            $  26,645,837
                                                                                               =================
</TABLE>

     Draws on the  acquisition  facility by any individual  borrower are secured
only  by  that  borrower's  assets,  including  equipment  and  related  leases.
Borrowings  on the  warehouse  facility are  recourse  jointly to certain of the
affiliated partnerships and limited liability companies, the Partnership and the
General Partner.

     The credit agreement  includes certain  financial  covenants  applicable to
each  borrower.  The  Partnership  was in  compliance  with its  covenants as of
December 31, 2002.  The  effective  interest  rate on borrowings at December 31,
2002 ranged from 3.29% to 4.25%.

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, 2002 is $5,241,781.

Line of credit:

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



                                       24
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


10.  Extraordinary gain on extinguishment:

     In January 2000, one of the Partnership's  lessees filed for reorganization
under  Chapter  11  of  the  United  States  Bankruptcy  Code.  The  Partnership
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  estimated that the proceeds from the
sales of the assets would not be sufficient to satisfy the non-recourse  lender.
The debt  balance  was  $3,320,774  at  December  31,  1999.  As a  result,  the
Partnership fully reserved for these assets as of December 31, 1999.

     Upon  foreclosure  by the  lender and upon sale of the  financed  assets in
2000, the Partnership  recognized an extraordinary gain on the extinguishment of
the debt of $3,320,774 during the year ended December 31, 2000.


11.  Selected quarterly data (unaudited):

<TABLE>
<CAPTION>
                                                            March 31,        June 30,       September 30,    December 31,
Quarter ended                                                 2001             2001             2001             2001
                                                              ----             ----             ----             ----

<S>                                                          <C>              <C>              <C>              <C>
Total revenues                                               $ 4,545,246      $ 4,293,732      $ 4,227,191      $ 3,483,060
Net Income (loss)                                              $ 864,277        $ 641,303        $ 986,877        $ 345,906
Net income (loss) per limited partnership unit                    $ 0.07           $ 0.03           $ 0.08          $ (0.01)

                                                            March 31,        June 30,       September 30,    December 31,
Quarter ended                                                 2002             2002             2002             2002
                                                              ----             ----             ----             ----

Total revenues                                               $ 3,029,272      $ 3,547,202      $ 4,387,980      $ 2,771,462
Net Income (loss)                                              $ (26,444)       $ 696,381      $ 1,494,292     $ (3,312,632)
Net income (loss) per limited partnership unit                       $ -           $ 0.05           $ 0.12          $ (0.27)
</TABLE>










                                       25
<PAGE>

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

None.


                                    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  Services LLC (the
General Partner) is held by ATEL Capital Group ("ACG"), a holding company formed
to control ATEL and affiliated  companies.  The outstanding voting capital stock
of ATEL Capital Group is owned 5% by A. J. Batt and 95% by Dean Cash.

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

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

Dean L. Cash              Chairman of the Board of Directors of ACG, AFS, ALC,
                              AEC, AIS and ASC; President and Chief Executive
                              Officer of ACG, AFS and AEC

Paritosh K. Choksi        Director, Executive Vice President, Chief Operating
                              Officer and Chief Financial Officer of ACG, AFS,
                              ALC, AEC and AIS

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

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

     Dean L. Cash,  age 52, 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. He has been  President and CEO since April 2001.  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 49, joined ATEL in 1999 as a director,  senior vice
president  and its  chief  financial  officer.  He  became  its  executive  vice
president  and COO in April 2001.  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 54, 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.



                                       26
<PAGE>

     Vasco H. Morais,  age 44, 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.


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 its Affiliates.  The amount of such remuneration paid
for the years ended  December 31, 2001,  2000 and 1999 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.  None have been paid since 1996, nor will
any additional amounts be paid in future periods.

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.  No such fees have been paid
subsequent to that date.

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 Part II, Item 8 of this
report for amounts paid.

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 is  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 Part II, Item 8 of this
report for amounts paid.



                                       27
<PAGE>

Equipment Resale Fees

     As  compensation  for  services  rendered  in  connection  with the sale of
equipment,  ATEL is 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. In accordance with the terms of the of Limited
Partnership Agreement, additional allocations of income were made to the General
Partner in 2002 and 2001.  The amounts  allocated was  determined so as to bring
the General  Partner's ending capital account balance to zero at the end of each
year.  See financial  statements  included in Part II, Item 8 of this report for
amounts allocated to ATEL in 2002, 2001 and 2000.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

Security Ownership of Certain Beneficial Owners

     At  December  31,  2002 no  investor  is known to the  Partnership  to hold
beneficially more than 5% of the issued and outstanding Units.

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%
                                        600 California Street, 6th Floor  25 Units ($250)
                                            San Francisco, CA 94108               (owned by wife)

Limited Partnership Units                  Dean Cash                       Initial Limited Partner Units       0.0002%
                                        600 California Street, 6th Floor  25 Units ($250)
                                            San Francisco, CA 94108               (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  therefore 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.



                                       28
<PAGE>

Item 14.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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

Changes in internal controls

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

                                     PART IV

Item 15.  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, 2002 and 2001
          Statements of Operations for the years ended December 31, 2002, 2001
          and 2000 Statements of Changes in Partners' Capital for the years
          ended December 31, 2002, 2001 and 2000 Statements of Cash Flows for
          the years ended December 31, 2002, 2001 and 2000 Notes to Financial
          Statements

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

       (b)Reports on Form 8-K for the fourth quarter of 2002
          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).


                                       29
<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:           3/26/03

                             ATEL Cash Distribution Fund VI, L.P.
                        (Registrant)


         By:             ATEL Financial Services, LLC,
                         General Partner of Registrant



                   By:  /s/ Dean Cash
                       --------------------------------------------------
                       Dean Cash,
                       President and Chief Executive Officer of
                       ATEL Financial Services, LLC (General
                       Partner)




                   By: /s/ Paritosh K. Choksi
                       --------------------------------------------------
                       Paritosh K. Choksi,
                       Executive Vice President of ATEL
                       Financial Services, LLC (General Partner)







                                       30
<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/ Dean Cash      President, Chairman and Chief                   3/26/03
------------------------- Executive Officer of ATEL
        Dean Cash         Financial Services, LLC




 /s/ Paritosh K. Choksi  Executive Vice President                        3/26/03
------------------------- and director of ATEL Financial
   Paritosh K. Choksi     Services LLC, Principal financial
                          officer of registrant; principal
                          financial officer and director of ATEL
                          Financial Services, LLC




 /s/ Donald E. Carpenter Principal accounting officer of                 3/26/03
------------------------- registrant; principal accounting officer
   Donald E. Carpenter    of ATEL Financial Services, LLC





     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.





                                       31
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:         3/26/03

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


                                       32
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:         3/26/03

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


                                       33
<PAGE>

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

     In connection with the Annual report on Form 10K of ATEL Cash  Distribution
Fund VI, LP, (the "Partnership") for the period ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

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

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

Date:         3/26/03



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


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

     In connection with the Annual report on Form 10K of ATEL Cash  Distribution
Fund VI, LP, (the "Partnership") for the period ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

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

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

Date:         3/26/03



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





                                       34
<PAGE>