Form 10-KSB

                                  UNITED STATES
                       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, 2004
                             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-KSB
or any amendment to this Form 10-KSB. |X|


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

State issuer's revenues for the most recent fiscal year: $5,019,693.

The number of Limited  Partnership Units outstanding as of December 31, 2004 was
12,490,076.

                       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 (AFS). Prior to converting to a limited liability company structure, AFS 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  ("Reinvestment  Period")  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.

The  Reinvestment  Period  ended  December  31,  2002 and the fund is now in its
liquidation phase.

Narrative Description of Business

The  Partnership  acquired  various types of equipment and leased 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 was the intention of AFS that no more than
50% of the aggregate purchase price of equipment would 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 would be invested in
equipment acquired from a single manufacturer.

The Partnership only purchased  equipment for which a lease existed or for which
a lease would 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.

Through December 31, 2004, the Partnership had purchased  equipment with a total
acquisition price of $208,275,158.

The  Partnership's  objective  was to lease a  minimum  of 75% of the  equipment
acquired  with the net  proceeds  of the  offering  to  lessees  that (i) had an
aggregate credit rating by Moody's Investor  Service,  Inc. of Baa or better, or
the credit  equivalent as determined by AFS, with the aggregate  rating weighted
to account  for the  original  equipment  cost for each item leased or (ii) were
established  hospitals with histories of  profitability or  municipalities.  The
balance of the original  equipment  portfolio could include  equipment leased to
lessees  which,  although  deemed  creditworthy  by AFS,  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) was leased to lessees with an aggregate  credit rating of Baa or
better or to such hospitals or municipalities as described in (ii) above.

AFS sought 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.



                                       2
<PAGE>

During 2004 and 2003,  certain  lessees  generated  significant  portions of the
Partnership's total lease revenues as follows:

<TABLE>
<CAPTION>
Lessee                            Type of Equipment                              2004           2003
<S>                               <C>                                             <C>           <C>
Transamerica Leasing Inc.         Containers                                      17%           11%
Daimler Chrysler Corporation      Automobile manufacturing                        12%           10%
Consolidated Rail Corporation     Locomotives & intermodal containers             16%           19%
United States Steel Corporation   Steel manufacturing                             10%           10%
</TABLE>


These percentages are not expected to be comparable between periods.

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 AFS 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

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, 2004 and
the industries to which the assets have been leased.

                             Purchase Price Excluding       Percentage of Total
Asset Types                         Acquisition Fees           Acquisitions
Transportation                     $63,751,706                       30.61%
Manufacturing                       30,469,834                       14.63%
Materials handling                  24,043,881                       11.54%
Railcars and locomotives            22,353,332                       10.73%
Containers                          21,694,688                       10.42%
Mining                              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%
                                  =============               ==============

* Individual lessee industries included in "Other" represent less than 2% of the
total.

                             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%
                                  =============               ==============

* Individual lessee industries included in "Other" represent less than 2% of the
total.



                                       3
<PAGE>

Through December 31, 2004, the Partnership has disposed of certain leased assets
as set forth below:

                                   Original
                                  Equipment Cost,              Excess of
Asset                              Excluding                   Rents Over
Types                            Acquisition Fees  Sales Price   Expenses *
Manufacturing                      $33,193,187    $ 7,955,855   $27,886,465
Railcars and locomotives            38,786,031     25,144,336    33,806,463
Transportation                      20,437,324      5,440,832    18,796,030
Office automation                   15,222,637      1,766,335    14,808,036
Construction                        19,389,608      4,289,570    20,840,438
Materials handling                  12,054,106      1,605,550    12,192,479
Containers                          10,746,881      2,541,623    11,060,616
Mining                               7,830,671      2,061,091     7,766,029
Other                                3,125,240        479,214     2,606,512
                                  ------------- ----------------------------
                                  $160,785,685    $51,284,406  $149,763,068
                                  ============= ============================

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

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2004,  see Note 3 to the financial  statements,  Investments  in
equipment and leases, as set forth in Part II, Item 7, Financial  Statements and
Supplementary Data.

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

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  consolidated  financial position or results of operations.
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.

AT&T Corp.:

The  Partnership  has filed suit against AT&T Corp. and CIT Leasing for recovery
of lease payments due to the Partnership under a lease agreement with AT&T Corp.
Accounts receivable related to the lease (included in the Partnership's  balance
sheet) total  $115,924 and have been fully reserved as of December 31, 2004. The
Partnership is actively seeking a settlement in the matter.


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

There are certain material  conditions and restrictions on the transfer of Units
imposed by the terms of the Limited Partnership Agreement.  Consequently,  there
is no public market for Units and it is not anticipated that a public market for
Units will develop. In the absence of a public market for the Units, there is no
currently ascertainable fair market value for the Units.

Holders

As of December 31, 2004, a total of 6,320 investors were record holders of Units
in the Partnership.



                                       4
<PAGE>

ERISA Valuation

In order to permit  ERISA  fiduciaries  who hold Units to satisfy  their  annual
reporting  requirements,  AFS estimated the value per Unit of the  Partnership's
assets as of September  30,  2004.  AFS  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,  2005.  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 AFS'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,  AFS  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,  2004,  the  value  of the  Partnership's  assets,
calculated  on this  basis,  was  approximately  $2.51 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.

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.

Two  distributions  were made  from cash  generated  from 2004  operations.  The
distributions  were  made in July  2004 at the  rate of  $0.23  per  Unit and in
January 2005 at the rate of $0.40 per Unit.

A single  distribution  was made from cash generated from 2003  operations.  The
distribution was made in January 2004 at the rate of $0.05 per Unit.

AFS has sole  discretion in determining the amount of  distributions;  provided,
however, that AFS 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, 2000, 2001 and 2002. The Reinvestment Period ended December 31, 2002.

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

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

Statements  contained in this Item 6,  "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations,"  and  elsewhere  in this Form
10-KSB, 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  form those  projected.  In  particular,  economic
recession and changes in general economic conditions, including, fluctuations in
demand for equipment,  lease rates,  and interest rates, may result in delays in
investment and reinvestment,  delays in leasing,  re-leasing, and disposition of
equipment,   and  reduced  returns  on  invested   capital.   The  Partnership's
performance   is  subject  to  risks   relating  to  lessee   defaults  and  the
creditworthiness of its lessees. The Fund's performance is also subject to risks
relating to the value of its  equipment  at the end of its leases,  which may be
affected by the condition of the equipment,  technological  obsolescence and the
markets for new and used  equipment  at the end of lease  terms.  Investors  are
cautioned not to attribute undue certainty to these forward-looking  statements,
which speak only as of the date of this Form 10-KSB.  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-KSB 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.



                                       5
<PAGE>

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

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
financing arrangement  (comprised of a term loan to AFS, an acquisition facility
and a warehouse  facility) with a group of financial  institutions that includes
certain  financial  covenants.  The financial  arrangement  is  $75,000,000  and
expires  in  June  2006.  The  availability  of  borrowings   available  to  the
Partnership  under this  financing  arrangement is reduced by the amount AFS has
outstanding  as a term  loan.  As of  December  31,  2004  borrowings  under the
facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>
Total amount available under the financing arrangement                          $ 75,000,000
Term loan to AFS as of December 31, 2004                                          (2,027,636)
                                                                                -------------
Total available under the acquisition and warehouse facilities                    72,972,364

Amount  borrowed by the  Partnership  under the  acquisition  facility - Amounts
borrowed by affiliated partnerships and limited liability companies under the
     acquisition facility                                                        (30,500,000)
                                                                                -------------
Total remaining available under the acquisition and warehouse facilities         $ 42,472,364
                                                                                =============
</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 AFS.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 2004.

As of December 31, 2004, cash balances  consisted of working capital and amounts
reserved for distributions in January 2005, generated from operations in 2004.

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.  AFS
envisions no such requirements for operating purposes.

To date, the Partnership has borrowed  $101,227,460 of non-recourse  debt. As of
December 31, 2004, the remaining unpaid balance was $261,209.

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.  The Partnership may borrow
up to 50% of aggregate  equipment cost, AFS expects that for a liquidation phase
Partnership,  such  borrowings will be minimal.  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.

See Note 4 to the financial statements,  Non-recourse debt, as set forth in Part
II,  Item  7,  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 Item 5 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.



                                       6
<PAGE>

Cash Flows

In 2004 and 2003,  the  Partnership's  primary source of cash was the rents from
operating leases.  Cash flows from operations  decreased from $4,176,922 in 2003
to  $3,430,653  in 2004, a decrease of  $746,269.  The  decrease  resulted  from
decreased operating lease rents.

In 2004 and  2003,  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  surged  from  $329,341 in 2003 to
$3,471,863 in 2004.  Proceeds from asset sales decreased from $2,560,308 in 2003
to  $1,228,202  in 2004, a decline of  $1,332,106.  The assets that were sold in
2004 had an original costs of approximately $26,499,000. The assets sold in 2003
had an original cost of approximately $13,735,000.  Proceeds from sales of lease
assets are not  expected to be  consistent  from one year to  another.  In 2003,
assets sold consistent primarily of containers, materials handling and truck and
trailers.  In  2004,  assets  sold  consisted  largely  of rail  transportation,
construction equipment and truck and trailers.

Repayments of non-recourse  debt increased (from $459,251 in 2003 to $561,868 in
2004) as a result of scheduled debt payments.  Absent in 2004 was a repayment of
line of credit borrowings of $5,100,000 in 2003. A single  distribution was made
from 2003  operations in January  2004.  Two  distributions  were made from 2004
operations,  one in July 2004 and one in January  2005.  Effective in 2003,  the
amounts  of  distributions  are  based  on the  amounts  of cash  available  for
distribution after retaining  sufficient  balances for working capital. In prior
periods the  distributions  were at a  predetermined  rate,  subject only to the
availability of sufficient cash balances.  In 2003, the only source of cash from
financing activities was the proceeds of a new non-recourse note payable.  Since
the Partnership is in its liquidation phase, no new borrowings were entered into
in 2004.

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).

As of December 31, 2004,  significant  amounts of the Partnership's  assets were
leased to lessees in certain industries as follows.

Rail transportation                                                 54%
Containers                                                          18%
Other transportation services                                       13%
Other manufacturing                                                 9%

Cost  reimbursements  to General  Partner are based on costs  incurred by AFS in
performing  administrative  services for the  Partnership  that are allocated to
each  Partnership that AFS manages based on certain criteria such as existing or
new  leases,  number  of  investors  or  equity  depending  on the  type of cost
incurred.  AFS 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.

Revenues in 2004 decreased to $5,019,693 compared to $7,642,647 in 2003. Most of
the Partnership's revenues are generated from operating leases. These rents have
decreased as a result of 2003 and 2004 asset sales. In addition,  gains on sales
of assets, which comprise a part of total revenues also decreased.  In 2004, the
Partnership recognized a loss on sales of assets of $496,804. The Partnership is
the  liquidation  phase of its life  cycle.  As leases  mature,  the assets were
returned to  inventory,  and.  subsequently,  most of the assets have been sold.
This reduces the amounts of equipment  actually on lease and producing  revenue.
This trend of  decreasing  operating  lease  revenues is expected to continue in
future periods.  Gains or losses on sales of lease assets are not expected to be
consistent between periods.

Depreciation is the most significant ongoing Partnership  expense.  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 2003 and 2004 sales that led to 2004  revenue  decreases  also gave
rise  to the  decrease  in  depreciation  expense  from  $3,448,538  in  2003 to
$2,304,330 in 2004.

Interest expense has decreased as a result of scheduled debt payments.  Interest
expense amounted to $46,090 and $268,047 in 2004 and 2003, respectively.

In 2004, the equipment and incentive  management  fees edged up from $310,867 in
2003 to $414,552  in 2004,  an increase of  $103,685.  Equipment  fees  actually
declined by $83,889 due to lower revenues from operating  leases.  This was more
than offset by the increase in incentive  management  fees,  which is calculated
based on the lower of cash flow  distributable  from  operations or total actual
distributions  to  all  investors,  in  2004.  Incentive  management  fees  were
calculated at $208,788 in 2004 compared to $21,214 in 2003.



                                       7
<PAGE>

In 2004, the  Partnership  recognized  impairment  losses of $1,238,137 on write
down of the residual values of assets on lease to one particular  lessee.  There
were no  impairment  losses in 2003.  Impairment  losses are not  expected to be
consistent between periods.

Recent Accounting Pronouncements

On October 13, 2004, the FASB concluded that SFAS No. 123R,  Share-Based Payment
("SFAS 123R"), which requires all companies to measure compensation cost for all
share-based payments (including stock options and employee stock purchase plans)
at fair value,  will be  effective  for public  companies  for interim or annual
periods beginning after June 15, 2005.  Nonpublic  companies will be required to
adopt the new statement at the  beginning of the first annual  period  beginning
after  December 15, 2005. The  Partnership  does not expect the adoption of SFAS
123R to have a material impact on its financial statements.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB 51." The
primary  objectives  of  this  interpretation  are to  provide  guidance  on the
identification  of entities for which  control is achieved  through  means other
than through voting rights ("variable  interest  entities") and how to determine
when  and  which  business   enterprise  (the  "primary   beneficiary")   should
consolidate  the  variable  interest  entity.  This new model for  consolidation
applies to an entity in which  either (i) the equity  investors  (if any) do not
have a controlling  financial interest; or (ii) the equity investment at risk is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial support from other parties. In addition, FIN 46 requires
that  the  primary  beneficiary,  as  well  as  all  other  enterprises  with  a
significant  variable  interest in a variable  interest entity,  make additional
disclosures.  Certain  disclosure  requirements  of FIN 46  were  effective  for
financial statements issued after January 31, 2003.

In  December  2003,  the  FASB  issued  FIN  No.  46  (revised  December  2003),
"Consolidation  of Variable  Interest  Entities" ("FIN 46-R") to address certain
FIN 46 implementation  issues.  The effective dates and impact of FIN 46 and FIN
46-R are as follows:

(i) Special  purpose  entities  ("SPEs")  created prior to February 1, 2003. The
company must apply either the provisions of FIN 46 or early adopt the provisions
of FIN 46-R at the end of the first  interim or annual  reporting  period ending
after December 15, 2003.

(ii)  Non-SPEs  created  prior to February  1, 2003.  The company is required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.

(iii) All entities, regardless of whether a SPE, that were created subsequent to
January  31,  2003.  The  provisions  of FIN 46  were  applicable  for  variable
interests in entities obtained after January 31, 2003.

The Partnership  adopted FIN 46-R as of March 31, 2004. The adoption of FIN 46-R
did not have a material impact on the Partnership's financial position,  results
of operations, or liquidity.

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.

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 on a straight line basis 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.



                                       8
<PAGE>

Allowances for losses on direct financing leases are typically established based
on historical charge offs and collections  experience and are usually determined
by specifically identified lessees and billed and unbilled receivables.

Direct  financing  leases  are  placed  in  a  non-accrual  status  (no  revenue
recognized)  based on  specifically  identified  lessees.  Such  leases are only
returned  to an accrual  status  based on a case by case  review of AFS.  Direct
financing leases are charged off on specific identification by AFS.

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 Partnership'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 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Report of  Independent  Registered  Public  Accounting  Firm,  Financial
Statements and Notes to Financial Statements attached hereto at pages 10 through
26.



                                       9
<PAGE>

   REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying  balance sheet of ATEL Cash  Distribution  Fund
VI, L.P.  (Partnership)  as of December 31, 2004, and the related  statements of
operations,  changes in  partners'  capital,  and cash flows for each of the two
years in the period ended December 31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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, 2004,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with U.S. generally accepted accounting principles.

                                                           /s/ ERNST & YOUNG LLP

San Francisco, California
March 9, 2005



                                       10
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                  BALANCE SHEET

                                DECEMBER 31, 2004


                                     ASSETS


Cash and cash equivalents                                           $ 5,764,551

Accounts receivable, net of allowance for doubtful accounts
   of $297,000                                                          581,094

Investments in equipment and leases, net                             14,271,850
                                                                   -------------
Total assets                                                        $20,617,495
                                                                   =============




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                     $ 261,209

Accounts payable and accruals:
   General Partner                                                      193,704
   Other                                                                346,061

Accrued interest payable                                                  1,822

Unearned lease income                                                    82,403
                                                                   -------------
Total liabilities                                                       885,199

Partners' capital:
     General Partner                                                          -
     Limited Partners                                                19,732,296
                                                                   -------------
Total Partners' capital                                              19,732,296
                                                                   -------------
Total liabilities and Partners' capital                             $20,617,495
                                                                   =============



                             See accompanying notes.



                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                        2004           2003
Revenues:
Leasing activities:
   Operating leases                                   $ 4,159,413    $ 6,552,736
   Direct financing leases                              1,024,060        803,886
   Gain (loss) on sales of assets                        (496,804)       223,468
Interest income                                            26,616          4,485
Other                                                     306,408         58,072
                                                     ------------- -------------
                                                        5,019,693      7,642,647

Expenses:
Depreciation of operating lease assets                  2,304,330     3,448,538
Cost reimbursements to General Partner                    576,405       668,922
Railcar maintenance                                       370,462       463,732
Equipment and incentive management fees to affiliates     414,552       310,867
Interest                                                   46,090       268,047
Taxes on income and franchise fees                         41,215       258,961
Other management fees                                     168,669       137,084
Professional fees                                          98,489        85,535
Outside services                                           56,798        78,632
(Recovery of) provision for doubtful accounts              30,735       (66,000)
Amortization of initial direct costs                       29,985        35,186
Impairment losses                                       1,238,137             -
Other                                                     225,531       367,309
                                                     ------------- -------------
                                                        5,601,398      6,056,813
                                                     ------------- -------------
Net income (loss)                                      $ (581,705)  $ 1,585,834
                                                     ============= =============

Net income (loss):
   General Partner                                       $ 33,993      $ 46,866
   Limited Partners                                      (615,698)    1,538,968
                                                     ------------- -------------
                                                       $ (581,705)  $ 1,585,834
                                                     ============= =============

Net income (loss) per Limited Partnership unit             $ (0.05)       $ 0.12

Weighted average number of units outstanding             12,490,076   12,490,076



                             See accompanying notes.


                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                              Limited Partners  General
                                                    Units         Amount        Partner        Total
<S>                                                <C>           <C>               <C>       <C>
Balance December 31, 2002                          12,490,076    $23,607,548           $ -   $23,607,548
Distributions to Limited Partners ($0.11 per
   Unit)                                                    -     (1,363,253)            -    (1,363,253)
Distributions to General Partner                            -              -       (46,866)      (46,866)
Net income                                                  -      1,538,968        46,866     1,585,834
                                                 ------------- ---------------------------- -------------
Balance December 31, 2003                          12,490,076     23,783,263             -    23,783,263
Distributions to Limited Partners ($0.275 per
   Unit)                                                    -     (3,435,269)            -    (3,435,269)
Distributions to General Partner                            -              -       (33,993)      (33,993)
Net income (loss)                                           -       (615,698)       33,993      (581,705)
                                                 ------------- ---------------------------- -------------
Balance December 31, 2004                          12,490,076    $19,732,296           $ -   $19,732,296
                                                 ============= ============================ =============
</TABLE>







                             See accompanying notes.


                                       13
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                 2004           2003
Operating activities:
<S>                                                                             <C>          <C>
Net income (loss)                                                               $ (581,705)  $ 1,585,834
Adjustment to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation of operating lease assets                                      2,304,330     3,448,538
     Amortization of initial direct costs                                           29,985        35,186
     Impairment losses                                                           1,238,137             -
     (Recovery of) provision for doubtful accounts                                  30,735       (66,000)
     (Gain) loss on sales of assets                                                496,804      (223,468)
     Changes in operating assets and liabilities:
         Accounts receivable                                                        92,641      (865,855)
         Accounts payable and accruals due to General Partner                      126,266        38,293
         Accounts payable and accruals due to other                               (277,472)       52,754
         Accrued interest payable                                                   (2,234)      131,535
         Unearned lease income                                                     (26,834)       40,105
                                                                             -------------- -------------
Net cash provided by operating activities                                        3,430,653     4,176,922
                                                                             -------------- -------------

Investing activities:
Proceeds from sales of assets                                                    1,228,202     2,560,308
Reduction of net investment in direct financing leases                           3,471,863       329,341
                                                                             -------------- -------------
Net cash provided by investing activities                                        4,700,065     2,889,649
                                                                             -------------- -------------

Financing activities:
Repayments of borrowings under revolving line of credit                                  -    (5,100,000)
Distributions to Limited Partners                                               (3,435,269)   (1,363,253)
Proceeds from borrowings of non-recourse debt                                            -       706,055
Repayments of non-recourse debt                                                   (561,868)     (459,251)
Distributions to General Partner                                                   (33,993)      (46,866)
                                                                             -------------- -------------
Net cash used in financing activities                                           (4,031,130)   (6,263,315)
                                                                             -------------- -------------

Net increase in cash and cash equivalents                                        4,099,588       803,256
Cash and cash equivalents at beginning of year                                   1,664,963       861,707
                                                                             -------------- -------------
Cash and cash equivalents at end of year                                       $ 5,764,551   $ 1,664,963
                                                                             ============== =============
</TABLE>




                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                 2004           2003

Supplemental disclosures of cash flow information:
<S>                                                                               <C>          <C>
Cash paid during the year for interest                                            $ 48,324     $ 136,512
                                                                             ============== =============

Schedule of non-cash transactions:

Offset of accounts receivable and debt service per lease and debt agreement:
     Accrued interest payable                                                          $ -    $ (523,034)
     Non-recourse debt                                                                   -    (4,276,966)
                                                                             -------------- -------------
                                                                                       $ -  $ (4,800,000)
                                                                             ============== =============

     Accounts receivable                                                               $ -   $ 4,800,000
                                                                             ============== =============
</TABLE>



                             See accompanying notes.


                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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. The Partnership may continue until December 31, 2015.

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 (AFS).
Prior to converting to a limited liability company  structure,  AFS was formerly
known as ATEL Financial  Corporation.  AFS is a wholly owned  subsidiary of ATEL
Capital Group.

The Partnership's business consists of leasing various types of equipment. As of
December  31,  2004,  the  original  terms of the leases  ranged from one to ten
years.

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

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 regular  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
additional  distributions  following  the  Reinvestment  Period  and  until  all
equipment has been sold. The Partnership is governed by its Limited  Partnership
Agreement.


2. Summary of significant accounting policies:

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent  investments
with original maturities of ninety days or less.

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.

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 on a straight line basis over the lives of
the related leases.



                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

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.

Allowances for losses on direct financing leases are typically established based
on historical charge offs and collections  experience and are usually determined
by specifically identified lessees and billed and unbilled receivables.

Direct  financing  leases are placed in a  non-accrual  (no revenue  recognized)
status based on specifically  identified lessees.  Such leases are only returned
to an accrual  status  based on a case by case review of AFS.  Direct  financing
leases are charged off on specific identification by AFS.

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.  Upon disposal of the  underlying  lease assets,  both the
initial direct costs and the associated accumulated amortization are relieved.

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 as of December 31, 2004 :

Financial statement basis of net assets                          $19,732,296
Tax basis of net assets  (unaudited)                              19,767,830
                                                               --------------
Difference                                                          $ 35,534
                                                               ==============

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.



                                       17
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

Income taxes (continued):

The  following  reconciles  the net income  (loss)  reported in these  financial
statements to the income (loss) reported on the Partnership's federal tax return
(unaudited) for each of the years ended December 31:

                                                2004           2003
Net income (loss) per financial statements     $ (581,705)  $ 1,585,834
Adjustment to depreciation expense              2,265,752     1,985,215
Other adjustments to revenues and expenses      5,271,778    (2,691,933)
Provision for losses                            1,238,137             -
Provision for doubtful accounts                   (17,000)      (66,000)
                                            -------------- -------------
Net income per federal tax return             $ 8,176,962     $ 813,116
                                            ============== =============

Per unit data:

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

Asset valuation:

Recorded values of the Partnership'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.

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, 2004, and 2003.



                                       18
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

Derivative financial instruments:

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  Accounting  for Derivative
Instruments  and  Hedging  Activities,  which  established  new  accounting  and
reporting standards for derivative instruments. SFAS No. 133 has been amended by
SFAS No. 137, issued in June 1999, and by SFAS No. 138, issued in June 2000.

SFAS No. 133, as amended,  requires the Partnership to recognize all derivatives
as  either  assets  or  liabilities  in the  balance  sheet  and  measure  those
instruments  at  fair  value.  It  further  provides   criteria  for  derivative
instruments  to be  designated  as fair value,  cash flow,  or foreign  currency
hedges, and establishes  accounting  standards for reporting changes in the fair
value of the derivative instruments.

The Partnership does not utilize derivative financial instruments.

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.

Basis of presentation:

The  accompanying  financial  statements as of December 31, 2004 and for the two
years  ended  December  31,  2004 have been  prepared  in  accordance  with U.S.
generally accepted accounting  principles.  Certain prior year amounts have been
reclassified to conform to the current year presentation.

Recent accounting pronouncements:

On October 13, 2004, the FASB concluded that SFAS No. 123R,  Share-Based Payment
("SFAS 123R"), which requires all companies to measure compensation cost for all
share-based payments (including stock options and employee stock purchase plans)
at fair value,  will be  effective  for public  companies  for interim or annual
periods beginning after June 15, 2005.  Nonpublic  companies will be required to
adopt the new statement at the  beginning of the first annual  period  beginning
after  December 15, 2005. The  Partnership  does not expect the adoption of SFAS
123R to have a material impact on its financial statements.




                                       19
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

Recent accounting pronouncements (continued):

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB 51." The
primary  objectives  of  this  interpretation  are to  provide  guidance  on the
identification  of entities for which  control is achieved  through  means other
than through voting rights ("variable  interest  entities") and how to determine
when  and  which  business   enterprise  (the  "primary   beneficiary")   should
consolidate  the  variable  interest  entity.  This new model for  consolidation
applies to an entity in which  either (i) the equity  investors  (if any) do not
have a controlling  financial interest; or (ii) the equity investment at risk is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial support from other parties. In addition, FIN 46 requires
that  the  primary  beneficiary,  as  well  as  all  other  enterprises  with  a
significant  variable  interest in a variable  interest entity,  make additional
disclosures.  Certain  disclosure  requirements  of FIN 46  were  effective  for
financial statements issued after January 31, 2003.

In  December  2003,  the  FASB  issued  FIN  No.  46  (revised  December  2003),
"Consolidation  of Variable  Interest  Entities" ("FIN 46-R") to address certain
FIN 46 implementation  issues.  The effective dates and impact of FIN 46 and FIN
46-R are as follows:

(i) Special  purpose  entities  ("SPEs")  created prior to February 1, 2003. The
company must apply either the provisions of FIN 46 or early adopt the provisions
of FIN 46-R at the end of the first  interim or annual  reporting  period ending
after December 15, 2003.

(ii)  Non-SPEs  created  prior to February  1, 2003.  The company is required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.

(iii) All entities, regardless of whether a SPE, that were created subsequent to
January  31,  2003.  The  provisions  of FIN 46  were  applicable  for  variable
interests in entities obtained after January 31, 2003.

The  Partnership  adopted FIN 46-R as of March 31, 2004. The adoption of FIN46-R
did not have a material impact on the Partnership's financial position,  results
of operations, or liquidity.



                                       20
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



3. Investments in equipment and leases:

The Partnership's investments in equipment and leases consist of the following:

<TABLE>
<CAPTION>
                                                                     Depreciation /
                                                                      Amortization
                                                                       Expense or
                                                                     Amortization of      Reclassi-
                                     December 31,     Impairment     Direct Financing    fications or    December 31,
                                          2003          Losses           Leases          Dispositions         2004
<S>                                    <C>            <C>                <C>                 <C>            <C>
Net investment in operating leases     $ 17,825,610   $ (1,238,137)      $ (2,304,330)       $ (766,697)    $ 13,516,446
Net investment in direct financing
  leases                                  3,747,575              -         (3,471,863)          312,502          588,214
Assets held for sale or lease,
   net of accumulated depreciation
   of $2,879,419 in 2004 and
   $4,893,039 in 2003                     1,373,856              -                  -        (1,236,652)         137,204
Residual value interests                     34,159              -                  -           (34,159)               -
Initial direct costs, net of
   accumulated amortization of
   $398,095 in 2004 and $407,188
   in 2003                                   59,971              -            (29,985)                -           29,986
                                     --------------- -------------- ------------------ ----------------- ----------------
                                       $ 23,041,171   $ (1,238,137)      $ (5,806,178)     $ (1,725,006)    $ 14,271,850
                                     =============== ============== ================== ================= ================
</TABLE>



3. Investments in equipment and leases (continued):

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 fleet 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  recorded a provision for the decline in value of
those assets in the amount of $1,238,137 for the year ended December 31, 2004.

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired assets.  Depreciation expense and impairment losses on property subject
to operating leases and property held for lease or sale consist of the following
for the years ended December 31:

                                                        2004           2003
Depreciation expense                                  $ 2,304,330   $ 3,448,538
Impairment losses                                       1,238,137             -
                                                    -------------- -------------
                                                      $ 3,542,467   $ 3,448,538
                                                    ============== =============

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



                                       21
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


3. Investments in equipment and leases (continued):


Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                               Reclassi-
                                   December 31,   Impairment   Depreciation  fications or   December 31,
                                      2003          Losses        Expense     Dispositions      2004
<S>                                 <C>          <C>            <C>             <C>          <C>
Transportation                      $39,768,030           $ -            $ -  $ (5,301,730)  $34,466,300
Construction                         11,328,744             -              -   (11,240,097)       88,647
Materials handling                    6,127,982             -              -    (1,517,661)    4,610,321
Office automation                       828,914             -              -      (672,054)      156,860
Miscellaneous                           366,203             -              -             -       366,203
                                  -------------- ------------- -------------- ------------- -------------
                                     58,419,873             -              -   (18,731,542)   39,688,331
Less accumulated depreciation       (40,594,263)   (1,238,137)    (2,304,330)   17,964,845   (26,171,885)
                                  -------------- ------------- -------------- ------------- -------------
                                    $17,825,610  $ (1,238,137)  $ (2,304,330)   $ (766,697)  $13,516,446
                                  ============== ============= ============== ============= =============
</TABLE>

Direct financing leases:

As of December 31,  2004,  investment  in direct  financing  leases  consists of
loaders/  haul trucks and ground  support  equipment.  The  following  lists the
components  of the  Partnership's  investment in direct  financing  leases as of
December 31, 2004:


Total minimum lease payments receivable                          $ 584,281
Estimated residual values of leased equipment (unguaranteed)       151,632
                                                             --------------
Investment in direct financing leases                              735,913
Less unearned income                                              (147,699)
                                                             --------------
Net investment in direct financing leases                        $ 588,214
                                                             ==============

At December 31, 2004,  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
                             2005   $ 1,359,316     $ 386,761     $1,746,077
                             2006     1,046,760        98,760      1,145,520
                             2007       451,730        98,760        550,490
                                  -------------- ------------- --------------
                                     $2,857,806      $584,281     $3,442,087
                                  ============== ============= ==============



                                       22
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


4. Non-recourse debt:

At  December  31,  2004,  non-recourse  debt  consists  of a note  payable  to a
financial institution. The note is due in monthly payments. Interest on the note
is at a fixed  rate of  8.37%.  The  note is  secured  by  assignments  of lease
payments and pledges of assets.  At December 31, 2004, the carrying value of the
pledged assets is $480,723. The note matures in 2007.

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

                             Year ending
                      December 31,  Principal      Interest        Total
                             2005      $ 79,916      $ 18,844       $ 98,760
                             2006        86,868        11,892         98,760
                             2007        94,425         4,335         98,760
                                  -------------- ------------- --------------
                                      $ 261,209      $ 35,071      $ 296,280
                                  ============== ============= ==============


5. Related party transactions:

The  terms  of  the  Limited  Partnership  Agreement  provide  that  AFS  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 AFS in providing  administrative services to the Partnership.  Administrative
services provided include  Partnership  accounting,  investor  relations,  legal
counsel  and  lease  and  equipment  documentation.  AFS 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 AFS 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 AFS.

Cost  reimbursements  to General  Partner are based on costs  incurred by AFS in
performing  administrative  services for the  Partnership  that are allocated to
each  Partnership that AFS manages based on certain criteria such as existing or
new  leases,  number  of  investors  or  equity  depending  on the  type of cost
incurred.  AFS 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.



                                       23
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

5. Related party transactions (continued):

Incentive  management fees are computed as 3.25% of  distributions  of cash from
operations,   as  defined  in  the  Limited  Partnership  Agreement.   Equipment
management fees are 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.

AFS and/or affiliates earned fees,  commissions and reimbursements,  pursuant to
the Limited Partnership Agreement as follows during 2004 and 2003:

                                                    2004           2003
Cost reimbursements to AFS                          $ 576,405     $ 668,922
Incentive and equipment management fees to AFS        414,552       310,867
                                                -------------- -------------
                                                    $ 990,957     $ 979,789
                                                ============== =============

The General  Partner  makes  certain  payments to third parties on behalf of the
Partnership for convenience  purposes.  During the years ended December 31, 2004
and 2003,  the General  Partner  made such  payments of $244,771  and  $354,400,
respectively.

6. Partners' capital:

As of December 31, 2004, 12,490,076 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 AFS. The Limited  Partnership  Agreement allows the Partnership to make an
allocation  of income to AFS in order to maintain the capital  account of AFS at
zero.  In  accordance  with the terms of the of Limited  Partnership  Agreement,
additional  allocations of income were made to AFS in 2004 and 2003. The amounts
allocated were determined to bring AFS'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 AFS and 3.25% to an affiliate of
AFS 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
AFS.

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 AFS will receive as an Incentive  Management  Fee, 4% of
remaining Cash from Sales or Refinancing.

Fourth, the balance to the Limited Partners.


                                       24
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


7. Concentration of credit risk and major customers:

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

As of  December  31,  2004,  there  were  concentrations  (greater  than 10%) of
equipment  leased to lessees in certain  industries  (as a  percentage  of total
equipment cost) as follows:

      Rail transportation                                         54%
      Containers                                                  18%
      Other transportation services                               13%
      Other manufacturing                                         9%

During 2004, four customers comprised 17%, 16%, 12% and 10% of the Partnership's
revenues from leases.  During 2003,  four customers  comprised 19%, 11%, 10% and
10% of the Partnership's revenues from leases.

8. Revolving line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
financing arrangement  (comprised of a term loan to AFS, an acquisition facility
and a warehouse  facility) with a group of financial  institutions that includes
certain  financial  covenants.  The financial  arrangement  is  $75,000,000  and
expires  in  June  2006.  The  availability  of  borrowings   available  to  the
Partnership  under this  financing  arrangement is reduced by the amount AFS has
outstanding  as a term  loan.  As of  December  31,  2004  borrowings  under the
facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                              <C>
Total amount available under the financing arrangement                           $75,000,000
Term loan to AFS as of December 31, 2004                                          (2,027,636)
                                                                                -------------
Total available under the acquisition and warehouse facilities                    72,972,364

Amount  borrowed by the  Partnership  under the  acquisition  facility - Amounts
borrowed by affiliated partnerships and limited liability companies under the
     acquisition facility                                                        (30,500,000)
                                                                                -------------
Total remaining available under the acquisition and warehouse facilities         $42,472,364
                                                                                =============
</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 AFS.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 2004.



                                       25
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


9. Fair value of financial instruments:

The recorded amounts of the Partnership's  cash and cash  equivalents,  accounts
receivable,  accounts payable and accruals at December 31, 2004 approximate fair
value because of the liquidity and 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, 2004 is $265,311.


10. Selected quarterly data (unaudited):

<TABLE>
<CAPTION>
                                                  March 31,      June 30,    September 30,  December 31,
Quarter ended                                        2003          2003          2003           2003

<S>                                               <C>            <C>           <C>           <C>
Total revenues                                    $ 2,592,474    $ 2,350,297   $ 1,020,913   $ 1,678,963
Net Income (loss)                                 $ 1,207,875      $ 623,869    $ (407,705)    $ 161,795
Net income (loss) per limited partnership unit         $ 0.09         $ 0.05       $ (0.03)       $ 0.01
</TABLE>
<TABLE>
<CAPTION>

                                                  March 31,      June 30,    September 30,  December 31,
Quarter ended                                        2004          2004          2004           2004

<S>                                               <C>            <C>           <C>           <C>
Total revenues                                    $ 1,767,978    $ 1,053,722   $ 1,197,429   $ 1,000,564
Net Income (loss)                                  $ (549,407)    $ (254,968)    $ 258,221     $ (35,551)
Net income (loss) per limited partnership unit        $ (0.04)       $ (0.02)       $ 0.02       $ (0.01)
</TABLE>


11. Reserves, impairment losses and provisions 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, 2002             -        460,000
                      Recoveries                            -        (66,000)
                      Charge offs                           -        (80,000)
                                                 ------------- --------------
                      Balance December 31, 2003             -        314,000
                      Provision                     1,238,137         30,735
                      Charge offs                  (1,238,137)       (47,735)
                                                 ------------- --------------
                      Balance December 31, 2004           $ -      $ 297,000
                                                 ============= ==============

12. Guarantees:

The   Partnership   enters   into   contracts   that   contain  a   variety   of
indemnifications. The Partnership's maximum exposure under these arrangements is
unknown. However, the Partnership has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.



                                       26
<PAGE>

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURES

None.

Item 8A.  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) 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 the 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 III

Item 9.  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 (AFS) 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 100% 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 54, 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.



                                       27
<PAGE>

Paritosh K.  Choksi,  age 51,  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 56, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath,  certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983,  Mr.  Carpenter  was an  audit  senior  with  Deloitte,  Haskins  & Sells,
certified public accountants,  in San Jose,  California.  From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter  received a
B.S. degree in mathematics  (magna cum laude) from California State  University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 46, 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.  Audit
Committee

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC.
ATEL Financial Services LLC is the General Partner of the registrant.  The board
of  directors  of ATEL Leasing  Corporation  acts as the audit  committee of the
registrant.  Dean L. Cash and  Paritosh  K.  Choksi are  members of the board of
directors  of  ALC  and  are  deemed  to be  financial  experts.  They  are  not
independent of the Partnership.

Code of Ethics

ACG on  behalf  of AFS and ALC  has  adopted  a code  of  ethics  for its  Chief
Executive  Officer,  Chief Financial Officer and Chief Accounting  Officer.  The
Code of Ethics is included as Exhibit 14.1 to this report.


Item 10.  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 AFS and its Affiliates.  The amount of such remuneration paid for the
years  ended  December  31,  2004 and 2003 is set forth in Item 7 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.

Through  December  31,  1996,  $11,875,000  of  such  commissions  (the  maximum
allowable) had been paid to AFS 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 AFS 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 AFS 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 AFS or its  affiliates.  No such  fees have been paid
subsequent to that date.



                                       28
<PAGE>

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,  AFS 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 Note 5 to the  Financial  Statements  included  at Part  II,  Item 7 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,  AFS  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 AFS 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 AFS  shall  be 4% of all
distributions of cash from operations, sales or refinancing.

See Notes 5 and 6 to the  Financial  Statements  included  at Part II, Item 7 of
this report for amounts paid.

Equipment Resale Fees

As compensation for services  rendered in connection with the sale of equipment,
AFS 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,  AFS 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) AFS 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)  AFS  or its  affiliates  have  rendered  substantial
re-leasing  services  in  connection  with  such  re-lease  and  (iv) AFS 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  AFS.  In  accordance  with  the  terms  of  the of  Limited
Partnership Agreement, additional allocations of income were made to AFS in 2004
and 2003.  The amounts  allocated  was  determined  so as to bring AFS's  ending
capital  account  balance  to  zero  at the  end of  each  year.  See  financial
statements  included in Part II, Item 7 of this report for amounts  allocated to
AFS in 2004 and 2003.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2004  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.



                                       29
<PAGE>

Security Ownership of Management

The ultimate  shareholders of AFS 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           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.

AFS 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 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  responses  to Item 1 of this report  under the caption  "Equipment  Leasing
Activities," Item 7 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 10 of this report  under the caption
"Executive Compensation," are hereby incorporated by reference.

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)Reports on Form 8-K for the fourth quarter of 2004
        None

     (b)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).
        (14.1) Code of Ethics
        (31.1)  Certification of Paritosh K. Choksi (31.2) Certification of Dean
        L. Cash
        (32.1) Certification  Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
        (32.2)  Certification  Pursuant to 18 U.S.C. section 1350 of Paritosh K.
        Choksi

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

During the most recent two years, the Partnership incurred audit, audit related,
tax and other fees with its principal auditors as follows:

                                      2004           2003
        Audit fees                 $     34,581    $    35,246
        Audit related fees                    -              -
        Tax fees                         24,793         27,050
        Other                                 -              -
                                  -------------- -------------
                                       $ 59,374      $ 62,296
                                  ============== =============

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC.
ATEL Financial  Services LLC is General Partner of the registrant.  The board of
directors  of ATEL  Leasing  Corporation  acts  as the  audit  committee  of the
registrant.  Engagements  for audit  services,  audit  related  services and tax
services are approved in advance by the Chief Financial  Officer of ATEL Leasing
Corporation acting on behalf the board of directors of ATEL Leasing  Corporation
in its role as the audit committee of the Partnership.




                                       30
<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:         3/29/2005

                      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)







                                       31
<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        3/29/2005
---------------------------------- Executive Officer of ATEL Financial
            Dean Cash              Services, LLC




     /s/ Paritosh K. Choksi       Executive Vice President and         3/29/2005
---------------------------------- director of ATEL Financial Services
       Paritosh K. Choksi          LLC, Principal financial officer of
                                   registrant; principal financial
                                   officer and director of ATEL
                                   Financial Services, LLC




     /s/ Donald E. Carpenter      Principal accounting officer of      3/29/2005
---------------------------------- registrant; principal accounting
       Donald E. Carpenter         officer of ATEL Financial Services,
                                   LLC






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-KSB, and copies thereof will be furnished supplementary to the
Commission when forwarded to the security holders.





                                       32
<PAGE>