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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



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|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | -------------------------------------------------------------------------------------

For the year ended December 31, 2005



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from              to

Commission File number 000-28368



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ATEL Cash Distribution Fund VI,
L.P.

(Exact name of small business registrant as specified in its charter)



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

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrants telephone number, including area code: (415) 989-8800

Securities registered pursuant to section
12(b) of the Act: None

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



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Check whether the issuer is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.    Yes ̈No  x

Check whether the issuer (1) 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 ̈No  x

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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. ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

State the
aggregate market value of voting stock held by non-affiliates of the registrant: Not Applicable

State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) ̈Not applicable

State issuers revenues for the most recent fiscal year: $3,553,989

The number of Limited Partnership Units outstanding as of December 31, 2005 was 12,490,076.

DOCUMENTS INCORPORATED BY
REFERENCE

None.

Transitional Small Business
disclosure Format (check one):    Yes ̈No  x:



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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 engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The General Partner of the Partnership is ATEL Financial Services, LLC (AFS), a
California limited liability corporation. Prior to converting to a limited liability company structure, the General Partner, AFS was formerly known as ATEL Financial Corporation.

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

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 (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 Agreement of Limited Partnership (Limited Partnership Agreement).

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

Narrative Description of Business

The Partnership has 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 represent equipment leased as 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.

From inception through December 31, 2005, 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.



Page 2 of 41



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During 2005 and 2004, certain lessees generated significant portions of the Partnerships total lease revenues as
follows:



|                                |  |                                    |  |      |  |     
|------------------------------- |  | ---------------------------------- |  | ---- |  | ----
|Lessee                          |  | Type of Equipment                  |  | 2005 |  | 2004
|Transamerica Leasing            |  | Containers                         |  | 23%  |  | 17% 
|Daimler Chrysler Corporation    |  | Materials Handling                 |  | 14%  |  | 12% 
|Central States Enterprises      |  | Railcars                           |  | 11%  |  | *   
|Consolidated Rail Corporation   |  | Locomotive & Intermodal Containers |  | *    |  | 16% 
|United States Steel Corporation |  | Steel Manufacturing                |  | *    |  | 10% 

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|* | Lease revenue was less than 10% of the total.
|- | ---------------------------------------------

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 raw material costs to manufacture equipment as well 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.

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. The business of the Partnership is not seasonal.

The Partnership has no full time employees. AFS employees provide the services
the Partnership requires to effectively operate. The cost of these services is reimbursed by the Partnership to AFS per the Limited Partnership Agreement.

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, 2005 and the industries to which the assets have been leased.



|                         |  |                                         |             |                                |        |  
|------------------------ |  | --------------------------------------- | ----------- | ------------------------------ | ------ | -
|Asset Types              |  | Purchase PriceExcludingAcquisition Fees |             | Percentageof TotalAcquisitions |       
|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 | %
|                         |  |                                         |             |                                |        |  

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|* | Individual lessee industries included in Other represent less than 2% of the total.
|- | -------------------------------------------------------------------------------------



Page 3 of 41



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|                              |  |                                         |             |                                |        |  
|----------------------------- |  | --------------------------------------- | ----------- | ------------------------------ | ------ | -
|Industry of Lessee            |  | Purchase PriceExcludingAcquisition Fees |             | Percentageof TotalAcquisitions |       
|Transportation, rail          |  | $                                       | 55,950,904  |                                | 26.86  | %
|Electronics and 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 | %
|                              |  |                                         |             |                                |        |  

Through December 31, 2005, the Partnership has disposed of certain leased assets as set forth below:



|                         |  |                                                  |             |             |   |                               |  |   |            
|------------------------ |  | ------------------------------------------------ | ----------- | ----------- | - | ----------------------------- |  | - | -----------
|Asset Types              |  | OriginalEquipment Cost,ExcludingAcquisition Fees |             | Sales Price |   | Excess of RentsOver Expenses*
|Manufacturing            |  | $                                                | 33,244,838  |             | $ | 7,960,835                     |  | $ | 27,908,140 
|Railcars and locomotives |  |                                                  | 38,927,081  |             |   | 25,233,248                    |  |   | 33,880,810 
|Transportation           |  |                                                  | 23,278,635  |             |   | 5,511,695                     |  |   | 22,116,199 
|Office automation        |  |                                                  | 15,733,297  |             |   | 1,766,335                     |  |   | 15,362,233 
|Construction             |  |                                                  | 23,977,404  |             |   | 4,321,833                     |  |   | 26,781,044 
|Materials handling       |  |                                                  | 12,544,662  |             |   | 1,656,850                     |  |   | 12,673,747 
|Containers               |  |                                                  | 13,434,323  |             |   | 3,164,992                     |  |   | 14,725,272 
|Mining                   |  |                                                  | 7,830,671   |             |   | 2,061,091                     |  |   | 7,766,029  
|Other                    |  |                                                  | 3,238,666   |             |   | 494,214                       |  |   | 2,664,895  
|                         |  |                                                  |             |             |   |                               |  |   |            
|                         |  | $                                                | 172,209,577 |             | $ | 52,171,093                    |  | $ | 163,878,369
|                         |  |                                                  |             |             |   |                               |  |   |            

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|* | 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, 2005, see footnote 5 to the financial statements, Investments in equipment and leases, net, as set forth in
Part II, Item 7a, Financial Statements and Supplementary Data.

The Partnership adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a company. It also requires entity-wide disclosures
about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. Certain of the Partnerships lessee customers have international operations. In these instances,
the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset day-by-day
basis, where these assets are deployed. For further information regarding the Partnership geographic revenues and assets and major customers, see footnote 2 to the financial statements, Summary of significant accounting policies, as set forth in
Part II, Item 7a, 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.



Page 4 of 41



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|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.



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

None.



Page 5 of 41



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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, 2005, a total of 6,371 investors were holders of record of Units in the Partnership.

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 December 31, 2005. 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, 2006. 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 December 31, 2005, the value of the Partnerships assets, calculated on this basis, was approximately $1.88 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.

Distributions

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.

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; and $1.05 in 1999,
2000, 2001 and 2002. The Reinvestment Period ended December 31, 2002.

Three distributions were made from cash generated from 2005 operations. The
first distribution was made in January 2005. The rate was $0.40 per Unit. The second distribution was made in July 2005. The rate was $0.10 per Unit. The third distribution was made in December 2005. The rate was $0.10 per Unit.

Two distributions were made from cash generated from 2004 operations. The first distribution was made in July 2004. The rate was $0.23 per Unit. The second distribution
was made in January 2005 and the rate was $0.04 per Unit.



Page 6 of 41



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|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, (MD&A) 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 from 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 Partnership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

On January 3, 1995, the Partnership commenced operations in its primary business (leasing activities).

The Partnership commenced its offering of Units and on November 23, 1996 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. Total proceeds of the offering were $124,900,760. 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.

Throughout the reinvestment period ending December 31, 2002, the Partnership anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. Such reinvestment will occur only
after the payment of all current obligations, including debt service (both principal and interest), the payment of management and acquisition fees to AFS and providing for cash distributions to the partners.

AFS or an affiliate may purchase equipment in its own name, the name of an affiliate or the name of a nominee, a trust or otherwise and hold title thereto on a temporary
or interim basis for the purpose of facilitating the acquisition of such equipment or the completion of manufacture of the equipment or for any other purpose related to the business of the Partnership, provided, however that: (i) the
transaction is in the best interest of the Partnership; (ii) such equipment is purchased by the Partnership for a purchase price no greater than the cost of such equipment to AFS or affiliate (including any out-of-pocket carrying costs), except
for compensation permitted by the Operating Agreement; (iii) there is no difference in interest terms of the loans secured by the equipment at the time acquired by AFS or affiliate and the time acquired by the Partnership; (iv) there is no
benefit arising out of such transaction to AFS or its affiliate apart from the compensation otherwise permitted by the Operating Agreement; and (v) all income generated by, and all expenses associated with, equipment so acquired will be treated
as belonging to the Partnership.

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.

If inflation in the general economy becomes significant, it may affect the Partnership in as much 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. For detailed information on the Partnerships debt
obligations, see footnote 7 in the notes to the financial statements in Item 7a.

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.

As of December 31, 2005, cash balances consisted of
working capital and amounts reserved for distributions in January 2006, generated from operations in 2005.



Page 7 of 41



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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 footnote 7 to the financial statements, Non-recourse debt, as set forth in Part II, Item 7a, 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.

At December 31, 2005, the Partnership had no
commitments to purchase leased assets.

Cash Flows

In 2005 and 2004, the Partnerships primary source of cash from operations was the rents from operating leases activities. However, cash flow from operations decreased by $1,867,955 from $3,430,653 in 2004, to $1,562,698 in 2005. The
decrease was primarily due to decreases in operating lease and direct financing lease revenue of $1,876,743 to $3,321,649 in 2005 compared to $5,198,392 in 2004.

In 2005, cash provided from investing activities decreased by $3,537,874 to $1,162,191 in 2005 from $4,700,065 in 2004. The decrease was primarily due to a decrease in net investments in direct financing leases as a result of the Company
being in liquidation phase and not financing any new leases. Reduction in net investment in direct financing leases decreased $3,197,340 to $274,523 in 2005 from $3,471,863 in 2004.

In 2005, the Partnership had no new sources of cash from financing activities. Cash used in financing activities increased by $2,359,015 to $6,390,145 in 2005 from $4,031,130 in 2004. Cash used in financing activities
increased primarily as a result of an increase in distributions to Limited Partners of $2,809,769 to $6,245,038 in 2005 from $3,435,269 in 2004. This increase in accrued distributions payable was partially offset by a decrease in repayments of
non-recourse debt of $481,951 to $79,917 in 2005 from $561,868 in 2004.

Proceeds from sales of lease assets are not expected to be consistent from one
period to another. The Partnership is a finite life equipment leasing fund, which will acquire leasing transactions during the period ending six years after completion of its public offering. On the termination of leases, assets may be re-leased or
sold. Sales of assets are not scheduled and are created by opportunities within the marketplace. The Partnership will seek to acquire and lease a wide variety of assets and to enter into leases on a variety of terms. Some assets will be expected to
have little or no value upon termination of the related leases, while others will be expected to have substantial value for re-lease or sale upon termination of the initial leases, and the anticipated residual values are a key factor in pricing and
terms structured for each lease. The Partnerships goal is to seek maximum return on its leased assets and will determine when and under what terms to dispose such assets during the course of its term.

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, 2005, significant amounts of the Partnerships assets were leased to lessees in certain industries as follows:



|                           |  |    |  
|-------------------------- |  | -- | -
|Transportation, rail       |  | 50 | %
|Transportation, containers |  | 21 | %
|Transportation, other      |  | 13 | %
|Manufacturing, other       |  | 13 | %
|Municipalities             |  | 3  | %

Cost reimbursements to the 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.



Page 8 of 41



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In 2005, revenues decreased by $1,514,782 to $3,553,989 from $5,068,771 in 2004. This decrease in revenues was primarily
due to decrease in operating and financing leases of $1,876,743 to $3,321,649 from $5,198,392 in 2004. This decrease in operating and direct financing leases was partially offset by an increase in gain on sales of assets. Gain on sales of assets
increased by $550,018 to a gain of $87,373 in 2005 from a loss of $462,645 in 2004. The primary sources of the Partnerships revenues are generated from rents from operating leases. The Partnership is in 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 amount of equipment actually on lease and producing revenue. This trend of decreasing operating and direct financing
leases revenues is expected to continue in future periods. Gains or losses on sales of lease assets are not expected to be consistent between periods.

Although total revenues decreased from 2004 to 2005, operating results increased during the same period. Operating results increased by $981,573 from a net loss of $638,952 in 2004 to net income of $342,621 in 2005. This increase in
operating results was primarily a result of decreases in certain operating expenses including: (1) depreciation of operating lease assets, (2) railcar maintenance, (3) equipment and incentive management fees to affiliates,
(4) taxes on income and franchise fees, (5) and impairment losses. These decreases in operating expenses partially offset the decrease in total revenue mentioned above. In 2005, depreciation of operating lease assets, railcar maintenance,
equipment and incentive management fees to affiliates, and taxes on income and franchise fees decreased by $1,194,134 to $2,106,194 in 2005 from $3,300,328 in 2004, which is consistent with a fund in the liquidation phase of its lifecycle.
Additionally during 2005, the provision for impairment losses decreased by $1,238,137 from $1,238,137 in 2004 to zero in 2005.

Management periodically
reviews the carrying values of its assets on leases and assets held for lease or sale. In 2004, as a result of the review, management determined that the fair value of assets on lease to one particular lessee had declined in value to the extent that
carrying value had become impaired. In 2005, the Partnership did not recognize any impairment losses while in 2004, there was an impairment loss of $1,238,137 on write down of the residual values of assets on lease to this one particular lessee.
Impairment losses are not expected to be consistent between periods.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2005, the Fund does not believe the adoption of SFAS 157 will impact the amounts
reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal
period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS 109,
Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position
is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded in partners capital and other accounts as
applicable. The Company has not determined the effect, if any, the adoption of FIN 48 will have on the Companys financial position and results of operations.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections which replaces Accounting Principles Board Opinion (APB) No. 20, Accounting Changes, and SFAS No. 3,
Reporting Changes in Interim Financial Statements. SFAS 154 changes the accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application to prior periods financial statements of
voluntary changes in accounting principle and changes required by new accounting standards when the standard does not include specific transition provisions, unless it is impracticable to do so. SFAS 154 is effective for accounting changes and
corrections of errors in fiscal years beginning after December 15, 2005 and will only affect the Partnerships financial statements upon adoption of a voluntary change in accounting principle by the Partnership.

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.



Page 9 of 41



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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 and expected future cash flows used for impairment analysis purposes and determination of provisions for doubtful accounts.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values at the end of the leases.

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment
subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally be from 36 to 120 months. Income from step rent provisions, escalation clauses, capital improvement funding provisions or other lease
concessions in lease contracts, and lease rates subject to variation based on changes in market indexes or interest rates are recognized on a straight line basis. The difference between rent received and rental revenue recognized is recorded as
unearned operating lease income on the balance sheet.

Direct financing leases and related revenue recognition:

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 written-off on a case by case basis.

Direct financing
leases are automatically placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the credit worthiness of all direct finance lessees with payments
outstanding less than 90 days. Based upon managements judgment, direct finance lessees may be placed in a non-accrual status. Leases placed on non-accrual status are only returned to an accrual status on a case by case basis.

Asset valuation:

Recorded values of the Partnerships asset
portfolio are periodically reviewed for impairment in accordance with 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.

Foreign currency transactions:

Foreign currency transaction gains and losses are reported in the results of operations in the period in which they occur. Currently, the Partnership does not use
derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions and risks to date have not been significant.



Page 10 of 41



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Restatement of Prior Periods Presented

After receipt of an SEC comment letter by an affiliate of the Partnership in April 2005, the Partnerships General Partner determined a restatement of previous SEC filings for this fund was required. This Form
10-KSB reflects the restatement, in accordance with the provisions of APB No. 20, Accounting Changes, of ATEL Cash Distribution Fund VI, L.P.s. Financial Statements for the following periods:



| |  |  | March 31, 2005 and for the three months ended March 31, 2005
| | - |  | ------------------------------------------------------------



| |  |  | June 30, 2005 and for the three and six months ended June 30, 2005
| | - |  | ------------------------------------------------------------------

Revenue

The Partnerships General Partner determined that the accounting methodology relating to certain
utilization leases must be modified to comply with Statement of Financial Accounting Standards No. 13, Accounting for Leases. The General Partner concluded that revenue was being inappropriately recognized on a straight-line basis
over the term of the lease for utilization-based leases versus on a per diem basis. As a result, the Partnership restated operating lease revenue, accounts receivable and partners capital.

Accrued liabilities

The Partnerships General Partner
determined that certain liabilities had not been recorded in the correct periods through a detailed review of cash disbursements. As a result of this review, the Partnership restated several of its asset, liability, partners capital and
expense accounts.

Amortization of Initial Direct Costs to Originate or Acquire Loans and Leases Capitalized in Prior years

The Partnerships General Partner determined that the accounting methodology relating to the amortization of incremental initial direct cost (IDC) and
fees capitalized in prior years must be modified to comply with SFAS No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Cost of Leases. As a result, the General
Partner concluded that they were not appropriately amortizing IDC capitalized in prior years. IDC is now amortized over the underlying lease term.



Page 11 of 41



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|Item 7. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

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



|Item 7a. | 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 12 through 34.



Page 12 of 41



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REPORT OF 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, 2005, 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, 2005. 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 audits 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, 2005, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Francisco, California

May 29, 2007



Page 13 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEET

DECEMBER 31, 2005



|                                                                                    |  |   |           
|----------------------------------------------------------------------------------- |  | - | ----------
|ASSETS                                                                              |  |   |           
|                                                                                    | 
|Cash and cash equivalents                                                           |  | $ | 2,099,294 
|Accounts receivable, net of allowance for doubtful accounts of $152,213             |  |   | 340,022   
|Prepaid expenses                                                                    |  |   | 211,233   
|Investments in equipment and leases, net of accumulated depreciation of $25,408,423 |  |   | 11,553,141
|                                                                                    |  |   |           
|Total assets                                                                        |  |   | 14,203,690
|                                                                                    |  |   |           
|LIABILITIES AND PARTNERS CAPITAL                                                   |  |   |           
|                                                                                    | 
|Accounts payable and accrued liabilities:                                           |  |   |           
|General Partner                                                                     |  |   | 173,077   
|Lessees and other                                                                   |  |   | 242,736   
|Accrued interest payable                                                            |  |   | 1,265     
|Unearned operating lease income                                                     |  |   | 25,467    
|Non-recourse debt                                                                   |  |   | 181,292   
|                                                                                    |  |   |           
|Total liabilities                                                                   |  |   | 623,837   
|                                                                                    | 
|Partners capital:                                                                  |  |   |           
|General Partner                                                                     |  |   |          
|Limited Partners                                                                    |  |   | 13,579,853
|                                                                                    |  |   |           
|Total partners capital                                                             |  |   | 13,579,853
|                                                                                    |  |   |           
|Total liabilities and partners capital                                             |  | $ | 14,203,690
|                                                                                    |  |   |           

See accompanying notes.



Page 14 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2005 AND 2004



|                                                      |  |      |            |   |      |   |            |  
|----------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                      |  | 2005 |            |   | 2004 |  
|Revenues:                                             |  |      |            |   |      |   |            |  
|Leasing activities:                                   |  |      |            |   |      |   |            |  
|Operating leases                                      |  | $    | 3,209,200  |   |      | $ | 4,174,332  |  
|Direct financing leases                               |  |      | 112,449    |   |      |   | 1,024,060  |  
|Gain (loss) on sales of assets                        |  |      | 87,373     |   |      |   | (462,645   | )
|Interest income                                       |  |      | 56,580     |   |      |   | 26,616     |  
|Other                                                 |  |      | 88,387     |   |      |   | 306,408    |  
|                                                      |  |      |            |   |      |   |            |  
|Total revenue                                         |  |      | 3,553,989  |   |      |   | 5,068,771  |  
|                                                      |  |     
|Expenses:                                             |  |      |            |   |      |   |            |  
|Depreciation of operating lease assets                |  |      | 1,613,906  |   |      |   | 2,304,330  |  
|Cost reimbursements to General Partner                |  |      | 525,681    |   |      |   | 542,946    |  
|Railcar maintenance                                   |  |      | 288,163    |   |      |   | 370,462    |  
|Equipment and incentive management fees to affiliates |  |      | 175,125    |   |      |   | 414,552    |  
|Interest                                              |  |      | 18,286     |   |      |   | 46,090     |  
|Taxes on income and franchise fees                    |  |      | 29,000     |   |      |   | 210,984    |  
|Other management fees                                 |  |      | 141,742    |   |      |   | 168,669    |  
|Professional fees                                     |  |      | 134,374    |   |      |   | 98,489     |  
|Outside services                                      |  |      | 86,637     |   |      |   | 56,798     |  
|Provision for/(reversal of) doubtful accounts         |  |      | (35,535    | ) |      |   | 30,735     |  
|Impairment losses                                     |  |      |           |   |      |   | 1,238,137  |  
|Other                                                 |  |      | 233,989    |   |      |   | 225,531    |  
|                                                      |  |      |            |   |      |   |            |  
|                                                      |  |      | 3,211,368  |   |      |   | 5,707,723  |  
|                                                      |  |      |            |   |      |   |            |  
|Net income (loss)                                     |  | $    | 342,621    |   |      | $ | (638,952   | )
|                                                      |  |      |            |   |      |   |            |  
|Net income (loss):                                    |  |      |            |   |      |   |            |  
|General Partner                                       |  |      | 65,190     |   |      |   | 33,993     |  
|Limited Partners                                      |  |      | 277,431    |   |      |   | (672,945   | )
|                                                      |  |      |            |   |      |   |            |  
|                                                      |  | $    | 342,621    |   |      | $ | (638,952   | )
|                                                      |  |      |            |   |      |   |            |  
|Net income (loss) per Limited Partnership unit        |  | $    | 0.02       |   |      | $ | (0.05      | )
|                                                      |  |     
|Weighted average number of units outstanding          |  |      | 12,490,076 |   |      |   | 12,490,076 |  

See accompanying notes.



Page 15 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENT OF CHANGES IN PARTNERS CAPITAL

YEARS ENDED DECEMBER 31, 2005
AND 2004



|                                                    |       |                  |        |   |                |   |  |       |         |   |  |   |            |  
|--------------------------------------------------- | ----- | ---------------- | ------ | - | -------------- | - |  | ----- | ------- | - |  | - | ---------- | -
|                                                    |       | Limited Partners |        |   | GeneralPartner |   |  | Total |        
|                                                    | Units |                  | Amount |   |                |  
|Balance December 31, 2003                           |       | 12,490,076       |        | $ | 23,655,674     |   |  | $     |        |   |  | $ | 23,655,674 |  
|                                                    |       |                  |        |  
|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)                                   |       |                 |        |   | (672,945       | ) |  |       | 33,993  |   |  |   | (638,952   | )
|                                                    |       |                  |        |   |                |   |  |       |         |   |  |   |            |  
|Balance December 31, 2004                           |       | 12,490,076       |        |   | 19,547,460     |   |  |       |        |   |  |   | 19,547,460 |  
|Distributions to Limited Partners ($0.50 per Unit)  |       |                 |        |   | (6,245,038     | ) |  |       |        |   |  |   | (6,245,038 | )
|Distributions to General Partner                    |       |                 |        |   |               |   |  |       | (65,190 | ) |  |   | (65,190    | )
|Net income                                          |       |                 |        |   | 277,431        |   |  |       | 65,190  |   |  |   | 342,621    |  
|                                                    |       |                  |        |   |                |   |  |       |         |   |  |   |            |  
|Balance December 31, 2005                           |       | 12,490,076       |        | $ | 13,579,853     |   |  | $     |        |   |  | $ | 13,579,853 |  
|                                                    |       |                  |        |   |                |   |  |       |         |   |  |   |            |  

See accompanying notes.



Page 16 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004



|                                                                                        |  |      |            |   |      |   |            |  
|--------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                        |  | 2005 |            |   | 2004 |  
|Operating activities:                                                                   |  |      |            |   |      |   |            |  
|Net income (loss)                                                                       |  | $    | 342,621    |   |      | $ | (638,952   | )
|Adjustment to reconcile net income (loss) to net cash provided by operating activities: |  |      |            |   |      |   |            |  
|Depreciation of operating lease assets                                                  |  |      | 1,613,906  |   |      |   | 2,304,330  |  
|Impairment losses                                                                       |  |      |           |   |      |   | 1,238,137  |  
|Provision for/(reversal of) doubtful accounts                                           |  |      | (35,535    | ) |      |   | 30,735     |  
|(Gain) loss on sales of assets                                                          |  |      | (87,373    | ) |      |   | 462,645    |  
|Changes in operating assets and liabilities:                                            |  |      |            |   |      |   |            |  
|Accounts receivable                                                                     |  |      | 291,526    |   |      |   | 77,722     |  
|Prepaid expenses                                                                        |  |      | (211,233   | ) |      |   |           |  
|Accounts payable and accruals due to General Partner                                    |  |      | (20,627    | ) |      |   | 92,807     |  
|Accounts payable and accruals due to lessees and other                                  |  |      | (273,094   | ) |      |   | (107,703   | )
|Accrued interest payable                                                                |  |      | (557       | ) |      |   | (2,234     | )
|Unearned operating lease income                                                         |  |      | (56,936    | ) |      |   | (26,834    | )
|                                                                                        |  |      |            |   |      |   |            |  
|Net cash provided by operating activities                                               |  |      | 1,562,698  |   |      |   | 3,430,653  |  
|                                                                                        |  |     
|Investing activities:                                                                   |  |      |            |   |      |   |            |  
|Proceeds from sales of assets                                                           |  |      | 887,668    |   |      |   | 1,228,202  |  
|Reduction of net investment in direct financing leases                                  |  |      | 274,523    |   |      |   | 3,471,863  |  
|                                                                                        |  |      |            |   |      |   |            |  
|Cash provided by investing activities                                                   |  |      | 1,162,191  |   |      |   | 4,700,065  |  
|                                                                                        |  |     
|Financing activities:                                                                   |  |      |            |   |      |   |            |  
|Distributions to Limited Partners                                                       |  |      | (6,245,038 | ) |      |   | (3,435,269 | )
|Repayments of non-recourse debt                                                         |  |      | (79,917    | ) |      |   | (561,868   | )
|Distributions to General Partner                                                        |  |      | (65,190    | ) |      |   | (33,993    | )
|                                                                                        |  |      |            |   |      |   |            |  
|Cash used in financing activities                                                       |  |      | (6,390,145 | ) |      |   | (4,031,130 | )
|                                                                                        |  |     
|Net (decrease) increase in cash and cash equivalents                                    |  |      | (3,665,257 | ) |      |   | 4,099,588  |  
|Cash and cash equivalents at beginning of year                                          |  |      | 5,764,551  |   |      |   | 1,664,963  |  
|                                                                                        |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of year                                                |  | $    | 2,099,294  |   |      | $ | 5,764,551  |  
|                                                                                        |  |      |            |   |      |   |            |  
|Supplemental disclosures of cash flow information:                                      |  |      |            |   |      |   |            |  
|Cash paid during the year for interest                                                  |  | $    | 18,843     |   |      | $ | 48,324     |  
|                                                                                        |  |      |            |   |      |   |            |  

See accompanying notes.



Page 17 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



1. Organization and Limited 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 engaging in the sale of limited liability investment
units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015.

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

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, 2005, 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 6). 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.

The Partnership is in its liquidation phase and is making distributions on an annual basis.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying balance
sheet as of December 31, 2005, and the related statements of operations and changes in partners capital and cash flows for each of the two years in the period ended December 31, 2005 have been prepared in accordance with accounting
principles generally accepted in the United States (GAAP). Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of estimates:

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

Cash and cash equivalents:

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



Page 18 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

2. Summary of significant accounting policies (Continued):



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 3 for a description of lessees by industry as of December 31, 2005 and 2004.

Accounts receivable:

Accounts receivable represent the amounts
billed under operating and direct finance 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. Accounts receivable are charged off on a specific identification basis.

Direct financing leases
and related revenue recognition:

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 charged off on a specific identification basis.

Direct financing leases are automatically placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the credit
worthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon managements judgment, direct finance lessees may be placed in a non-accrual status. Leases placed on non-accrual status are only returned to an
accrual status on a case by case basis.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the
equipments estimated residual values at the end of the leases.

Operating lease revenue is recognized on a straight-line basis over the term of the
underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees, and the terms to be negotiated, but initial leases are generally from 36 to 120 months. Income from step rent
provisions, escalation clauses, capital improvement funding provisions or other lease concessions in lease contracts, and lease rates subject to variation based on changes in market indexes or interest rates are recognized on a straight-line basis.
The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

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.



Page 19 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

2. Summary of significant accounting policies (Continued):



Segment reporting:

The Partnership adopted the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a Partnership.
It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by multiple operating
segments for the purpose of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The Partnerships chief operating decision makers are the General Partners Chief Operating Officer and its Chief Executive Officer. The Partnership believes that its equipment leasing business operates as
one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review information based on any operating segment other than the equipment leasing
transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products
and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

The primary
geographic regions in which the Partnership seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Partnerships operating revenues for the year
ended December 31, 2005:



|                |  |      |  
|--------------- |  | ---- | -
|Geographic area |  | 2005 |  
|United States   |  | 97   | %
|United Kingdom  |  | 3    | %

Unearned operating lease income:

The Partnership records prepayments on operating leases as a liability, unearned operating lease income. The liability is recorded when the prepayments are received and recognized as operating lease revenue ratably
over the period to which the prepayments relate.

Income taxes:

Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current income and franchise taxes for only those states which levy
taxes on partnerships. For the year ended December 31, 2005 and 2004 income taxes and franchise fees totaled $29,000 and $210,984 respectively.

The
tax basis of the Partnerships net assets and liabilities varies from the amounts presented in these financial statements as of December 31, 2005:



|                                        |  |   |            |  
|--------------------------------------- |  | - | ---------- | -
|Financial statement basis of net assets |  | $ | 13,579,853 |  
|Tax basis of net assets (unaudited)     |  |   | 15,677,983 |  
|                                        |  |   |            |  
|Difference                              |  | $ | (2,098,130 | )
|                                        |  |   |            |  

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.



Page 20 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

2. Summary of significant accounting policies (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:



|                                                        |  |      |           |   |      |   |           |  
|------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                        |  | 2005 |           |   | 2004 |  
|Net income (loss) per financial statements              |  | $    | 342,621   |   |      | $ | (638,952  | )
|Reconciling item  impact due to prior year restatement |  |      |          |   |      |   | 57,247    |  
|Tax adjustments (unaudited):                            |  |      |           |   |      |   |           |  
|Adjustment to depreciation expense                      |  |      | 1,593,929 |   |      |   | 2,265,752 |  
|Other adjustments to revenues and expenses              |  |      | 428,618   |   |      |   | 5,271,778 |  
|Provision for doubtful accounts and losses              |  |      | (144,787  | ) |      |   | 1,221,137 |  
|                                                        |  |      |           |   |      |   |           |  
|Net income per federal tax return (unaudited)           |  | $    | 2,220,381 |   |      | $ | 8,176,962 |  
|                                                        |  |      |           |   |      |   |           |  

Per unit data:

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

Recent
accounting pronouncements:

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting
Standards No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures
about the use of fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2005, the Fund does not
believe the adoption of SFAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the
measurements reported in the statement of operations for a fiscal period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of SFAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by
prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded
in retained earnings and other accounts as applicable. The Company has not determined the effect, if any, the adoption of FIN 48 will have on the Companys financial position and results of operations.

In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154), which replaces Accounting Principles Board
Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Changes in Interim Financial Statements. SFAS 154 changes the accounting for and reporting of a change in accounting principle and corrections of errors.
SFAS 154 requires retrospective application to prior periods financial statements of voluntary changes in accounting principle and changes required by new accounting standards when the standard does not include specific transition provisions,
unless it is impracticable to do so. SFAS 154 is effective for accounting changes and corrections of errors in fiscal years beginning after December 15, 2005 and will only affect the Partnerships financial statements upon adoption of a
voluntary change in accounting principle by the Partnership.

3. 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.



Page 21 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



The Partnership is no longer acquiring equipment. As assets have been sold upon maturity of the related leases,
concentrations have arisen in certain industries due to the decreasing number of remaining leases and assets.

As of December 31, 2005 and 2004, there
were concentrations (defined as greater than 10%) of equipment leased to lessees in certain industries (as a percentage of total lease revenue) as follows:



|                                |  |                                    |  |      |  |     
|------------------------------- |  | ---------------------------------- |  | ---- |  | ----
|Lessee                          |  | Type of Equipment                  |  | 2005 |  | 2004
|Transamerica Leasing            |  | Containers                         |  | 23%  |  | 17% 
|Daimler Chrysler Corporation    |  | Materials Handling                 |  | 14%  |  | 12% 
|Central States Enterprises      |  | Railcars                           |  | 11%  |  | *   
|Consolidated Rail Corporation   |  | Locomotive & Intermodal Containers |  | *    |  | 16% 
|United States Steel Corporation |  | Steel Manufacturing                |  | *    |  | 10% 

4. Reserves and provisions for doubtful accounts:

Activity in the reserve for losses and impairments and allowance for doubtful accounts consist of the following:



|                          |  |                                  |            |   |                              |   |          |  
|------------------------- |  | -------------------------------- | ---------- | - | ---------------------------- | - | -------- | -
|                          |  | Reserve forlosses andimpairments |            |   | Allowancefordoubtfulaccounts |  
|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  |  
|Reversal of provision     |  |                                  |           |   |                              |   | (35,535  | )
|Charge offs               |  |                                  |           |   |                              |   | (109,252 | )
|                          |  |                                  |            |   |                              |   |          |  
|Balance December 31, 2005 |  | $                                |           |   |                              | $ | 152,213  |  
|                          |  |                                  |            |   |                              |   |          |  

5. Investments in equipment and leases, net:

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



|                                          |  |                  |            |                  |   |                                                             |   |            |                                   |  |   |                  |   |  |   |           
|----------------------------------------- |  | ---------------- | ---------- | ---------------- | - | ----------------------------------------------------------- | - | ---------- | --------------------------------- |  | - | ---------------- | - |  | - | ----------
|                                          |  | December 31,2004 |            | ImpairmentLosses |   | AmortizationExpense orAmortization ofDirect FinancingLeases |   |            | Reclassi-fications orDispositions |  |   | December 31,2005
|Investment in operating lease equipment   |  | $                | 13,516,446 |                  |  |                                                             | $ | (1,589,289 | )                                 |  | $ | (817,810         | ) |  | $ | 11,109,347
|Net investment in direct financing leases |  |                  | 588,214    |                  |  |                                                             |   | (274,523   | )                                 |  |   |                 |   |  |   | 313,691   
|Assets held for sale or lease             |  |                  | 137,204    |                  |  |                                                             |   | (24,617    | )                                 |  |   | 17,516           |   |  |   | 130,103   
|                                          |  |                  |            |                  |   |                                                             |   |            |                                   |  |   |                  |   |  |   |           
|                                          |  | $                | 14,241,864 |                  |  |                                                             | $ | (1,888,429 | )                                 |  | $ | (800,294         | ) |  | $ | 11,553,141
|                                          |  |                  |            |                  |   |                                                             |   |            |                                   |  |   |                  |   |  |   |           



Page 22 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



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:



|                     |  |      |           |      |   |          
|-------------------- |  | ---- | --------- | ---- | - | ---------
|                     |  | 2005 |           | 2004
|Depreciation expense |  | $    | 1,613,906 |      | $ | 2,304,330
|Impairment losses    |  |      |          |      |   | 1,238,137
|                     |  |      |           |      |   |          
|                     |  | $    | 1,613,906 |      | $ | 3,542,467
|                     |  |      |           |      |   |          

All of the property on leases was acquired from 1995 through 1997.

Operating leases:

Equipment on operating leases consists of the
following:



|                              |  |                  |             |   |                     |   |            |                                   |  |   |                  |   |  |   |             |  
|----------------------------- |  | ---------------- | ----------- | - | ------------------- | - | ---------- | --------------------------------- |  | - | ---------------- | - |  | - | ----------- | -
|                              |  | December 31,2004 |             |   | DepreciationExpense |   |            | Reclassi-fications orDispositions |  |   | December 31,2005 |  
|Transportation, rail          |  | $                | 34,466,300  |   |                     | $ |           |                                   |  | $ | (4,122,237       | ) |  | $ | 30,344,063  |  
|Construction                  |  |                  | 88,647      |   |                     |   |           |                                   |  |   |                 |   |  |   | 88,647      |  
|Materials handling            |  |                  | 4,610,321   |   |                     |   |           |                                   |  |   | (157,948         | ) |  |   | 4,452,373   |  
|Office automation             |  |                  | 156,860     |   |                     |   |           |                                   |  |   | (156,860         | ) |  |   |            |  
|Other                         |  |                  | 366,203     |   |                     |   |           |                                   |  |   | (10,365          | ) |  |   | 355,838     |  
|                              |  |                  |             |   |                     |   |            |                                   |  |   |                  |   |  |   |             |  
|                              |  |                  | 39,688,331  |   |                     |   |           |                                   |  |   | (4,447,410       | ) |  |   | 35,240,921  |  
|Less accumulated depreciation |  |                  | (26,171,885 | ) |                     |   | (1,589,289 | )                                 |  |   | 3,629,600        |   |  |   | (24,131,574 | )
|                              |  |                  |             |   |                     |   |            |                                   |  |   |                  |   |  |   |             |  
|Total                         |  | $                | 13,516,446  |   |                     | $ | (1,589,289 | )                                 |  | $ | (817,810         | ) |  | $ | 11,109,347  |  
|                              |  |                  |             |   |                     |   |            |                                   |  |   |                  |   |  |   |             |  

Direct financing leases:

As of December 31, 2005, 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, 2005:



|                                                             |  |   |         |  
|------------------------------------------------------------ |  | - | ------- | -
|Total minimum lease payments receivable                      |  | $ | 197,520 |  
|Estimated residual values of leased equipment (unguaranteed) |  |   | 151,421 |  
|                                                             |  |   |         |  
|Investment in direct financing leases                        |  |   | 348,941 |  
|Less unearned income                                         |  |   | (35,250 | )
|                                                             |  |   |         |  
|Net investment in direct financing leases                    |  | $ | 313,691 |  
|                                                             |  |   |         |  



Page 23 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

5. Investments in equipment and leases, net (continued):



At December 31, 2005, the aggregate amounts of future minimum lease payments are as follows:



|                         |  |                 |           |                       |   |         |  |   |          
|------------------------ |  | --------------- | --------- | --------------------- | - | ------- |  | - | ---------
|Year ending December 31, |  | OperatingLeases |           | DirectFinancingLeases |   | Total  
|2006                     |  | $               | 1,046,760 |                       | $ | 98,760  |  | $ | 1,145,520
|2007                     |  |                 | 451,730   |                       |   | 98,760  |  |   | 550,490  
|                         |  |                 |           |                       |   |         |  |   |          
|Totals                   |  | $               | 1,498,490 |                       | $ | 197,520 |  | $ | 1,696,010
|                         |  |                 |           |                       |   |         |  |   |          

The Partnership utilizes a straight-line depreciation method over the term of the equipment lease for equipment in
all of the categories currently in its portfolio of lease transactions. The useful lives for investment in leases by category are as follows:



|                     |  |                    
|-------------------- |  | -------------------
|Equipment category   |  | Useful Life (Years)
|Transportation, Rail |  | 7-10               
|Materials Handling   |  | 7-10               
|Office Automation    |  | 7-10               
|Construction         |  | 5-7                

6. 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 the 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.

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 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 2005 and 2004:



|                                               |  |      |         |      |   |        
|---------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                               |  | 2005 |         | 2004
|Cost reimbursements to AFS                     |  | $    | 525,681 |      | $ | 542,946
|Equipment and incentive management fees to AFS |  |      | 175,125 |      |   | 414,552
|                                               |  |      |         |      |   |        
|                                               |  | $    | 700,806 |      | $ | 957,498
|                                               |  |      |         |      |   |        



Page 24 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



The General Partner makes certain payments to third parties on behalf of the Partnership for convenience purposes.
During the years ended December 31, 2005 and 2004, the General Partner made such payments of $275,359 and $244,771, respectively.

7. Non-recourse
debt:

At December 31, 2005, 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, 2005, the carrying value of the pledged assets is $138,897. The note matures in 2007.

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



|                         |  |           |         |          |   |        |  |   |        
|------------------------ |  | --------- | ------- | -------- | - | ------ |  | - | -------
|Year ending December 31, |  | Principal |         | Interest |   | Total 
|2006                     |  | $         | 86,868  |          | $ | 11,892 |  | $ | 98,760 
|2007                     |  |           | 94,424  |          |   | 4,336  |  |   | 98,760 
|                         |  |           |         |          |   |        |  |   |        
|                         |  | $         | 181,292 |          | $ | 16,228 |  | $ | 197,520
|                         |  |           |         |          |   |        |  |   |        

8. Commitments:

At December 31, 2005, the Company had no commitments to purchase lease assets.

9. 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.

In the normal course of
business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry
practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying
contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances,
certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from
these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these
provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General
Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these
indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such
indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.



Page 25 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



10. Partners capital:

As of December 31, 2005, 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 the 50 Units 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 Limited Partnership Agreement, additional allocations of income were made to AFS in 2005 and 2004.
The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end of each year.

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.

11.
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, 2005 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, 2005 is $181,292.

12. Selected quarterly data (unaudited):

The Partnerships 2004 and 2005 unaudited selected quarterly financial
information is as follows:



|                                               |  |                       |           |   |                      |   |           |                   |  |                  |           |  |   |           |  
|---------------------------------------------- |  | --------------------- | --------- | - | -------------------- | - | --------- | ----------------- |  | ---------------- | --------- |  | - | --------- | -
|Quarter ended                                  |  | March 31,2004         |           |   | June 30,2004         |   |           | September 30,2004 |  | December 31,2004 |          
|Total revenues                                 |  | $                     | 1,802,136 |   |                      | $ | 1,053,722 |                   |  | $                | 1,197,430 |  | $ | 1,015,483 |  
|Net income (loss)                              |  |                       | (474,292  | ) |                      |   | (247,472  | )                 |  |                  | 265,718   |  |   | (182,906  | )
|Net income (loss) per Limited Partnership Unit |  | $                     | (0.04     | ) |                      | $ | (0.02     | )                 |  | $                | 0.02      |  | $ | (0.01     | )
|                                               |  |                       |           |  
|Quarter ended                                  |  | March 31,2005Restated |           |   | June 30,2005Restated |   |           | September 30,2005 |  | December 31,2005 |          
|Total revenues                                 |  | $                     | 920,092   |   |                      | $ | 761,357   |                   |  | $                | 1,056,307 |  | $ | 816,233   |  
|Net income (loss)                              |  |                       | 182,353   |   |                      |   | (90,406   | )                 |  |                  | 203,682   |  |   | 46,992    |  
|Net income (loss) per Limited Partnership Unit |  | $                     | 0.01      |   |                      | $ | (0.01     | )                 |  | $                | 0.02      |  | $ |          |  



Page 26 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



After receipt of an SEC comment letter by an affiliate of the Partnership in April 2005, the Partnerships
General Partner determined a restatement of previous SEC filings was required. This Form 10-KSB reflects the restatement, in accordance with the provisions of Accounting Principles Board Opinion No. 20, Accounting Changes of ATEL
Cash Distribution Fund VI, L.P. previously filed financial statements for the following periods:



| |  |  | March 31, 2005 and for the three months ended March 31, 2005
| | - |  | ------------------------------------------------------------



| |  |  | June 30, 2005 and for the three and six months ended June 30, 2005
| | - |  | ------------------------------------------------------------------

Revenue

The Partnerships General Partner determined that the accounting methodology relating to certain
utilization leases must be modified to comply with SFAS No. 13, Accounting for Leases. The General Partner concluded that revenue was inappropriately recognized on a straight-line basis over the term of the lease for
utilization-based leases versus on a per diem basis. As a result the Partnership restated operating lease revenue, accounts receivable and Partners capital.

Accrued liabilities

The Partnerships General Partner determined that certain liabilities had not been recorded in the correct
periods through a detailed review of cash disbursements. As a result of this review, the Partnership restated several of its asset, liability, Partners capital and expense accounts.

Amortization of Initial Direct Costs to Originate or Acquire Loans and Leases Capitalized in Prior years

The Partnerships General Partner determined that the accounting methodology relating to the amortization of incremental initial direct cost (IDC) and
fees capitalized in prior years must be modified to comply with SFAS No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Cost of Leases. As a result, the General
Partner concluded that they were not appropriately amortizing IDC capitalized in prior years. As a result of this restatement, IDC is amortized over the underlying lease term.



Page 27 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Summary of restatement adjustments for the three months ended March 31, 2005 and the three and six months
ended June 30, 2005:



|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|----------------------------------------------- |  | ----------------------------------------------------------------------------------- | ------- | - | ---------------------------------------------------------------------------------- | - | ---------- | -------------------------------------------------------------------------------- |  | - | ---------- | -
|                                                |  | Adjustment to netincome
increase(decrease) for the Three Months EndedMarch 31, 2005 |         |   | Adjustment to netincome
increase(decrease) for the Three Months EndedJune 30, 2005 |   |            | Adjustment to netincome
increase(decrease) for the Six Months EndedJune 30, 2005 | 
|Revenue and Expenses:                           |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|Operating leases                                |  | $                                                                                   | (14,919 | ) |                                                                                    | $ |           |                                                                                  |  | $ | (14,919    | )
|Other management fees                           |  |                                                                                     | (1,467  | ) |                                                                                    |   | 1,467      |                                                                                  |  |   |           |  
|Railcar maintenance                             |  |                                                                                     | (76     | ) |                                                                                    |   | 34         |                                                                                  |  |   | (42        | )
|Cost reimbursements to General Partner          |  |                                                                                     | 370     |   |                                                                                    |   | 1,601      |                                                                                  |  |   | 1,971      |  
|Amortization of initial direct costs            |  |                                                                                     | 7,496   |   |                                                                                    |   | 7,497      |                                                                                  |  |   | 14,993     |  
|Professional fees                               |  |                                                                                     | (693    | ) |                                                                                    |   | (3,203     | )                                                                                |  |   | (3,896     | )
|Outside services                                |  |                                                                                     | (62     | ) |                                                                                    |   | (5,590     | )                                                                                |  |   | (5,652     | )
|Taxes on income and franchise fees              |  |                                                                                     |        |   |                                                                                    |   | 169,769    |                                                                                  |  |   | 169,769    |  
|Other expenses                                  |  |                                                                                     | 2,037   |   |                                                                                    |   | 535        |                                                                                  |  |   | 2,572      |  
|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|Net change in net income                        |  |                                                                                     | (7,314  | ) |                                                                                    |   | 172,110    |                                                                                  |  |   | 164,796    |  
|                                                |  |                                                                                     |        
|Other adjustments to Partners Capital:         |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|Accrued distributions payable, General Partner  |  |                                                                                     |        |   |                                                                                    |   | (12,755    | )                                                                                |  |   | (12,755    | )
|                                                |  |                                                                                     |        
|Accrued distributions payable, Limited Partners |  |                                                                                     |        |   |                                                                                    |   | (1,249,007 | )                                                                                |  |   | (1,249,007 | )
|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|                                                |  |                                                                                     | (7,314  | ) |                                                                                    |   | (1,089,652 | )                                                                                |  |   | (1,096,966 | )
|                                                |  |                                                                                     |        
|Net change in Partners capital:                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|General Partner                                 |  |                                                                                     |        |   |                                                                                    |   |           |                                                                                  |  |   |           |  
|Limited Partners                                |  |                                                                                     | (7,314  | ) |                                                                                    |   | 1,089,652  |                                                                                  |  |   | 1,096,966  |  
|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|Total Partners capital                         |  |                                                                                     | (7,314  | ) |                                                                                    |   | (1,089,652 | )                                                                                |  |   | (1,096,966 | )
|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  
|Limited Partnership Unit                        |  | $                                                                                   | (0.00   | ) |                                                                                    | $ | (0.09      | )                                                                                |  | $ | (0.09      | )
|                                                |  |                                                                                     |         |   |                                                                                    |   |            |                                                                                  |  |   |            |  



Page 28 of 41



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Revenue

An adjustment to increase operating lease revenue recorded in 2004 resulted in decreasing operating lease revenue for the three months ended March 31, 2005 by $14,919 with a corresponding decrease in Limited Partners Capital.

An adjustment to increase operating lease revenue recorded in 2004 resulted in decreasing operating lease revenue for the six months ended June 30,
2005 by $14,919 with a corresponding decrease in Limited Partners Capital.

Accrued liabilities

For the three months ended March 31, 2005, nominal adjustments were made to restate certain operating expenses, liabilities and Partners capital.

For the three months ended June 30, 2005, adjustments were made to restate certain operating expenses, liabilities and Partners capital. These adjustments
primarily resulted in decreasing taxes on income and franchise fees by $169,769 with a corresponding decrease in accounts payable, other. Additionally, adjustments were made to accrue for certain distributions payable, per the Partnership Agreement,
to both the General Partner and Limited Partners paid during the three months ended June 30, 2005. These adjustments resulted in a decrease of $1,249,007 and $12,755 in Limited Partners and General Partners Capital, respectively,
with corresponding increases of $1,249,007 to accounts payable and accrued liabilities, Limited Partners and $12,755 to accounts payable and accrued liabilities, General Partner.

For the six months ended June 30, 2005, adjustments were made to restate certain operating expenses, liabilities and Partners capital. These adjustments primarily resulted in decreasing taxes on income and
franchise fees by $169,769 with a corresponding decrease in accounts payable, other. Additionally, adjustments were made to accrue for certain distributions payable, per the Partnership Agreement, to both the General Partner and Limited Partners
paid during the six months ended June 30, 2005. These adjustments resulted in a decrease of $1,249,007 and $12,755 in Limited Partners and General Partners Capital with corresponding increases of $1,249,007 to accrued distributions
payable, Limited Partners and $12,755 to accrued distributions payable, General Partner.

Amortization of IDC

For the three months ended March 31, 2005 and June 30, 2005 as a corresponding result of restating IDC costs in prior years, adjustments were made to
amortization of IDC expense resulting in a decrease of $7,496 and $7,497 respectively with a corresponding decrease in related accumulated amortization. For the six months ended June 30, 2005, as a corresponding result of restating IDC costs in
prior years, adjustments were made to amortization of IDC expense resulting in a decrease of $14,993 and a corresponding decrease in the same amount to related accumulated amortization.



Page 29 of 41



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Effect to net income and Partners capital

For the three months ended March 31, 2005, the above adjustments to revenue, expenses and period-end accrued liabilities had the effect of decreasing the three month
net income and partners capital by $7,314 or $0.00 per Limited Partnership Unit.

For the three months ended June 30, 2005, the above
adjustments to revenue, expenses and period-end accrued liabilities had the effect of: (1) increasing the three month net income by $172,110 and (2) decreasing Partners capital by $1,089,652 or $(0.09) per Limited Partnership Unit.

For the six months ended June 30, 2005, the above adjustments to revenue and period-end accrued liabilities had the effect of: (1) increasing
the six month net income by $164,796 and (2) decreasing Partners capital by $1,096,966 or ($0.09) per Limited Partnership Unit.

Cumulative effect of restatement adjustments prior to January 1, 2005

As more fully discussed in footnote 3 of the
Partnerships 2004 Form 10-KSB/A, the Partnership restated periods prior to January 1, 2005. The nature of the revenue, accrued liabilities and amortization of IDC restatement adjustments that impact the six months ended June 30,
2005, also impacted prior year periods. In addition, prior periods were impacted by other adjustments related to: (1) timing of the recognition of Cost Reimbursements to the General Partner, (2) impairment of the value of certain assets
and related recovery, (3) timing of lease revenue recording, (4) timing of the recognition of tax expense, (5) timing of other expenses including railcar maintenance and professional fees and (6) timing of the recognition of a
loss on sale of assets. As a result, the Partnership restated Partners capital and accounts payable General Partner. For all periods prior to January 1, 2005, the adjustments as discussed above had the effect of decreasing Partners
capital by $184,836 at December 31, 2004 from $19,732,296 as originally reported to $19,547,460.



Page 30 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



The following tables reflect the impacted financial statement line items resulting from the restatement for the
three months ended March 31, 2005 and the three and six months ended June 30, 2005:

Balance Sheets line items that have been restated as
of:



|                                                            |             |                |            |               |             |            |          |   |            |  |   |           
|----------------------------------------------------------- | ----------- | -------------- | ---------- | ------------- | ----------- | ---------- | -------- | - | ---------- |  | - | ----------
|                                                            |             | March 31, 2005 |            | June 30, 2005
|                                                            | As Reported |                | Restated   |               | As Reported |            | Restated
|Assets:                                                     |             |                |            |               |             |            |          |   |            |  |   |           
|Prepaids and other assets                                   |             | $              |           |               | $           | 9,333      |          | $ | 169,769    |  | $ | 179,675   
|Investments in equipment and leases, net                    |             |                | 13,705,911 |               |             | 13,683,421 |          |   | 12,960,241 |  |   | 12,945,248
|Total assets                                                |             |                | 15,639,544 |               |             | 15,626,387 |          |   | 15,284,642 |  |   | 15,279,555
|Liabilities:                                                |             |                |            |               |             |            |          |   |            |  |   |           
|Accounts payable and accrued distributions, General Partner |             |                | 79,711     |               |             | 88,785     |          |   | 55,362     |  |   | 82,006    
|Accounts payable and accrued liabilities                    |             |                | 351,157    |               |             | 521,075    |          |   | 348,714    |  |   | 349,776   
|Accrued distributions, Limited Partners                     |             |                |           |               |             |           |          |   |           |  |   | 1,249,007 
|Total liabilities                                           |             |                | 766,048    |               |             | 945,040    |          |   | 673,662    |  |   | 1,950,376 
|Limited partners capital:                                  |             |                | 14,873,496 |               |             | 14,681,347 |          |   | 14,610,980 |  |   | 13,329,179
|Total partners capital                                     |             |                | 14,873,496 |               |             | 14,681,347 |          |   | 14,610,980 |  |   | 13,329,179
|Total liabilities and partners capital                     |             | $              | 15,639,544 |               | $           | 15,626,387 |          | $ | 15,284,642 |  | $ | 15,279,555



Page 31 of 41



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Statements of Operations line items that have been restated for the following periods:



|                                        |             |                                  |          |  |   |        
|--------------------------------------- | ----------- | -------------------------------- | -------- |  | - | -------
|                                        |             | Three Months EndedMarch 31, 2005
|                                        | As Reported |                                  | Restated
|Revenue:                                |             |                                  |          |  |   |        
|Operating leases                        |             | $                                | 838,740  |  | $ | 823,821
|Total Revenues                          |             |                                  | 935,012  |  |   | 920,092
|                                        |             |                                 
|Expenses:                               |             |                                  |          |  |   |        
|Other management fees                   |             |                                  | 38,200   |  |   | 39,667 
|Railcar maintenance                     |             |                                  | 63,962   |  |   | 64,038 
|Cost reimbursements to General Partner  |             |                                  | 116,920  |  |   | 116,550
|Amortization of initial direct costs    |             |                                  | 7,496    |  |   |       
|Professional fees                       |             |                                  | 27,455   |  |   | 28,148 
|Outside service                         |             |                                  | 13,458   |  |   | 13,520 
|Other                                   |             |                                  | 31,018   |  |   | 28,980 
|                                        |             |                                 
|Total expenses                          |             |                                  | 745,345  |  |   | 737,739
|                                        |             |                                 
|Net income                              |             |                                  | 189,667  |  |   | 182,353
|                                        |             |                                 
|Net income :                            |             |                                  |          |  |   |        
|Limited partners                        |             |                                  | 137,232  |  |   | 129,918
|Net income per Limited Partnership Unit |             | $                                | 0.01     |  | $ | 0.01   



Page 32 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Statements of Cash Flows line items that have been restated for the following periods:



|                                     |             |                                  |          |          |  |   |          |  
|------------------------------------ | ----------- | -------------------------------- | -------- | -------- |  | - | -------- | -
|                                     |             | Three Months EndedMarch 31, 2005 |         
|                                     | As Reported |                                  |          | Restated | 
|Operating activities:                |             |                                  |          |          |  |   |          |  
|Net income                           |             | $                                | 189,667  |          |  | $ | 182,353  |  
|Amortization of initial direct costs |             |                                  | 7,496    |          |  |   |         |  
|Accounts receivable                  |             |                                  | 121,540  |          |  |   | (136,459 | )
|Prepaids                             |             |                                  |         |          |  |   | (9,333   | )
|Accounts payable, General Partner    |             |                                  | (113,993 | )        |  |   | (104,919 | )
|Accounts payable, other              |             |                                  | 5,095    |          |  |   | 5,245    |  



Page 33 of 41



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Statements of Operations line items that have been restated for the following periods:



|                                               |             |                                 |           |          |                                |   |             |   |  |          |           |   |  |   |          
|---------------------------------------------- | ----------- | ------------------------------- | --------- | -------- | ------------------------------ | - | ----------- | - |  | -------- | --------- | - |  | - | ---------
|                                               |             | Three Months EndedJune 30, 2005 |           |          | Six Months Ended June 30, 2005
|                                               | As Reported |                                 |           | Restated |                                |   | As Reported |   |  | Restated
|Revenue:                                       |             |                                 |           |          |                                |   |             |   |  |          |           |   |  |   |          
|Operating leases                               |             | $                               |          |          |                                | $ |            |   |  | $        | 1,627,998 |   |  | $ | 1,613,079
|Total Revenues                                 |             |                                 | 761,357   |          |                                |   | 761,357     |   |  |          | 1,696,369 |   |  |   | 1,681,449
|                                               |             |                                 |           |         
|Expenses:                                      |             |                                 |           |          |                                |   |             |   |  |          |           |   |  |   |          
|Other Management fees                          |             |                                 | 34,188    |          |                                |   | 32,721      |   |  |          |          |   |  |   |         
|Railcar maintenance                            |             |                                 | 100,219   |          |                                |   | 100,185     |   |  |          | 164,181   |   |  |   | 164,223  
|Cost reimbursement to General Partner          |             |                                 | 129,443   |          |                                |   | 127,842     |   |  |          | 246,363   |   |  |   | 244,392  
|Amortization of initial direct costs           |             |                                 | 7,497     |          |                                |   |            |   |  |          | 14,993    |   |  |   |         
|Professional fees                              |             |                                 | 4,557     |          |                                |   | 7,760       |   |  |          | 32,012    |   |  |   | 35,908   
|Outside services                               |             |                                 | 10,984    |          |                                |   | 16,574      |   |  |          | 24,442    |   |  |   | 30,094   
|Taxes on income and franchise fees             |             |                                 | 225,207   |          |                                |   | 55,438      |   |  |          | 225,207   |   |  |   | 55,438   
|Other                                          |             |                                 | 41,825    |          |                                |   | 41,291      |   |  |          | 72,843    |   |  |   | 70,271   
|                                               |             |                                 |           |         
|Total expenses                                 |             |                                 | 1,023,872 |          |                                |   | 851,763     |   |  |          | 1,769,217 |   |  |   | 1,589,502
|                                               |             |                                 |           |         
|Net income                                     |             |                                 | (262,516  | )        |                                |   | (90,406     | ) |  |          | (72,849   | ) |  |   | 91,947   
|                                               |             |                                 |           |         
|Net income (loss):                             |             |                                 |           |          |                                |   |             |   |  |          |           |   |  |   |          
|General partner                                |             |                                 |          |          |                                |   | 12,755      |   |  |          |          |   |  |   | 12,755   
|Limited partners                               |             |                                 | (262,516  | )        |                                |   | (103,161    | ) |  |          | (125,284  | ) |  |   | 26,757   
|                                               |             |                                 |           |         
|Net income (loss) per Limited Partnership Unit |             | $                               | (0.02     | )        |                                | $ | (0.01       | ) |  | $        | (0.01     | ) |  | $ |         



Page 34 of 41



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

12. Selected quarterly data (unaudited) (continued):



Statements of Cash Flows line items that have been restated for the following periods:



|                                     |             |                                 |          |          |                                |   |            |   |  |          |          |   |  |   |          |  
|------------------------------------ | ----------- | ------------------------------- | -------- | -------- | ------------------------------ | - | ---------- | - |  | -------- | -------- | - |  | - | -------- | -
|                                     |             | Three Months EndedJune 30, 2005 |          |          | Six Months Ended June 30, 2005 |  
|                                     | As Reported |                                 |          | Restated |                                |   | AsReported |   |  | Restated |         
|Operating activities:                |             |                                 |          |          |                                |   |            |   |  |          |          |   |  |   |          |  
|Net income                           |             | $                               | (262,516 | )        |                                | $ | (90,406    | ) |  | $        | (72,849  | ) |  | $ | 91,947   |  
|Amortization of initial direct costs |             |                                 | 7,497    |          |                                |   |           |   |  |          | 14,993   |   |  |   |         |  
|Accounts receivable                  |             |                                 |         |          |                                |   |           |   |  |          | 149,093  |   |  |   | 164,012  |  
|Accounts payable, General Partner    |             |                                 | (24,349  | )        |                                |   | (19,534    | ) |  |          | (138,342 | ) |  |   | (124,453 | )
|Accounts payable, other              |             |                                 | (2,442   | )        |                                |   | (171,299   | ) |  |          | 2,653    |   |  |   | (166,054 | )
|Prepaid expenses                     |             |                                 | (169,769 | )        |                                |   | (170,342   | ) |  |          | (169,796 | ) |  |   | (179,675 | )



Page 35 of 41



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|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

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial and
Operating Officer evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) during and as of the end of the period covered by this report. Based on this evaluation, the Chief
Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that for the years ended December 31, 2005, and 2004, certain material weaknesses existed in the Partnerships internal control over
financial reporting.

The Partnership does not control the financial reporting process, and is dependent on the General Partner, who is responsible for
providing the Partnership with financial statements in accordance with generally accepted accounting principles. The General Partners disclosure controls and procedures over the: a) application of generally accepted accounting principles for
leasing transactions (specifically, timely identification and recording of impairment in leased assets, accumulating and capitalizing costs for initiating leases (IDC), and properly amortizing costs associated with the initiation of a
lease); b) allocation of costs incurred by the General Partner on behalf of the Company; c) process of identifying and estimating liabilities in the correct period; and d) financial statement close process, including evaluating the relative
significance of misstatements and preparation of financial statements and related disclosures, were determined to be ineffective and constitute material weaknesses in internal control over financial reporting.

Changes in internal control

The General Partner has reviewed
the material weaknesses and believes that the following corrective actions taken as a whole will address the material weaknesses in its disclosure controls and procedures described above. These corrective actions are as follows:

With regard to the timely identification and recording of impairment of leased assets, the General Partner has strengthened its quarterly impairment analysis through
additional management review of the analysis.

With regard to the allocations of costs and expenses incurred by the General Partner, the allocation process
has been reviewed and the costs and expenses have been properly allocated in accordance with the Limited Partnership Agreement.

With regard to identifying
and estimating liabilities in the correct periods, the General Partner has performed a detailed review to identify and record the liabilities, in the correct period. A standardized quarterly review process has been implemented to ensure the
identification and estimation of the liabilities.

With regard to IDC, the accounting guidance has been reviewed, and as a result,. IDC is amortized over
the term of the lease based on a straight-line basis for operating leases and on the effective interest method for direct finance leases.

The General
Partner has taken the following steps to mitigate the weakness regarding its financial statement close process: a Chief Accounting Officer and an SEC reporting manager have been hired and the controller position has been split into two separate
roles to ensure proper management of the Partnership and the managed Funds accounting operations. Controls and job functions are being redesigned to increase the documentation of processes and transparency of procedures going forward.



Page 36 of 41



---

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 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       |  | President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)                             
|                   | 
|Paritosh K. Choksi |  | Executive Vice President and Chief Financial and Operating Officer of ATEL Financial Services, LLC (General Partner)
|                   | 
|Vasco H. Morais    |  | Senior Vice President, Secretary and General Counsel of ATEL Financial Services, LLC (General Partner)              

Dean L. Cash, age 56, joined ATEL as director of marketing in 1980 and has been a vice president since 1981,
executive vice president since 1983 and a director since 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from
1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree
with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.

Paritosh
K. Choksi, age 53, joined ATEL in 1999 as a director, senior vice president and its chief financial officer. He became its executive vice president and CFO/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.

Vasco H. Morais, age 48, 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 Managing Member 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 Company.



Page 37 of 41



---

Section 16(a) Beneficial Ownership Reporting Compliance

During March 2006, each of the executive officers and directors of the registrants General Partner , Dean Cash, Paritosh Choksi and Vasco Morais, filed a statement
of beneficial ownership of Units on Form 3 under Section 16. These statements were due at the time the registrant filed its Form 8A registration statement under the Securities Exchange Act of 1934. Based solely on a review of Forms 3, 4 and 5,
the Company is not otherwise aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2005.

Code of Ethics

ACG on behalf of AFS and ALC has adopted a code of ethics for its Chief Executive Officer and
Chief Financial and Operating 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, 2005 and 2004 is set forth in Item 7a of this report under the caption Financial Statements and Supplementary DataNotes to the Financial
StatementsRelated party transactions, at footnote 6 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.

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 6 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



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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 Note 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

As defined in the Partnership Agreement, the Partnerships Net income, Net losses Distributions and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of income
included in Part II, Item 7 of this report for the amounts allocated to the General and Limited Partners in 2005 and 2004.



|Item 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

At December 31, 2005, no investor is known to hold beneficially more than 5% of
the issued and outstanding Units.

Security Ownership of Management

At December 31, 2005, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.



|                          |  |                                                                   |  |                                                              |  |                 
|------------------------- |  | ----------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------
|(1)                       |  | (2)                                                               |  | (3)                                                          |  | (4)             
|Title of Class            |  | Name and Address of Beneficial Owner                              |  | Amount and Nature of Beneficial Ownership                    |  | Percent of Class
|Limited Partnership Units |  | Dean Cash 600 California Street, 6thFloor San Francisco, CA 94108 |  | Initial Limited Partner Units25 Units ($250) (owned by wife) |  | 0.0002%         

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.



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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 7a of this report under the caption Financial Statements and Supplemental DataNotes to the Financial StatementsRelated party
transactions at footnote 6 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 2005
| | --- | --------------------------------------------------

(1) Form 8-K on November 21, 2005 of Dean L. Cash



| | (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 10-KSB for the period ended December 31, 1994 (File No. 33-81952).

(14.1) Code of Ethics

(31.1) Rule
13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi

(31.2) Rule 13a-14(a)/ 15d-14(a) 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:



|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2005 |        | 2004
|Audit fees         |  | $    | 69,659 |      | $ | 34,581
|Audit related fees |  |      |       |      |   |      
|Tax fees           |  |      | 28,439 |      |   | 24,793
|                   |  |      |        |      |   |       
|                   |  | $    | 98,098 |      | $ | 59,374
|                   |  |      |        |      |   |       

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.



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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: June 1, 2007



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



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



By:

/s/ Dean CashDean Cash,President and Chief Executive Officer ofATEL Financial Services, LLC (General Partner)By:

/s/ Paritosh K. ChoksiParitosh K. Choksi,Executive Vice President and Chief Financial and Operating Officer of ATEL Financial Services, LLC (General Partner)


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 and Chief Executive Officer ofATEL Financial Services, LLC (General Partner)                              |  | June 1,2007
|Dean Cash              |  |                                                                                                                    
|                       |  |                                                                                                                    
|/s/ Paritosh K. Choksi |  | Executive Vice President and Chief Financial and Operating Officer ofATEL Financial Services, LLC (General Partner) |  | June 1,2007
|Paritosh K. Choksi     |  |                                                                                                                    

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.



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