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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, 2006



| ̈ | 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: $3,706,636

The number of Limited Partnership Units outstanding as of June 30, 2007 was 12,478,676.

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 primarily in the United States. The Partnership may continue until December 31, 2015. 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. As of December 31, 2006, 12,478,676 Units were issued and outstanding.

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 and is making distributions on an annual basis.

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, 2006,
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 average credit rating by Moodys Investor Service, Inc. of Baa or better, or the credit equivalent as determined by AFS, with the average 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 average credit rating of Baa or better or to such hospitals or municipalities as described in (ii) above.



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During 2006 and 2005, certain lessees generated significant portions of the Partnerships total lease revenues as
follows:



|                                |  |                                    |  |      |   |  |      |  
|------------------------------- |  | ---------------------------------- |  | ---- | - |  | ---- | -
|Lessee                          |  | Type of Equipment                  |  | 2006 |   |  | 2005 |  
|Transamerica Leasing            |  | Containers                         |  | 20   | % |  | 23   | %
|Central States Enterprises      |  | Railcars                           |  | 19   | % |  | 11   | %
|Interstate Commodities          |  | Railcars                           |  | 18   | % |  | *    |  
|Daimler Chrysler Corporation    |  | Materials Handling                 |  | 11   | % |  | 14   | %
|Consolidated Rail Corporation   |  | Locomotive & Intermodal Containers |  | *    |   |  | *    |  
|United States Steel Corporation |  | Steel Manufacturing                |  | *    |   |  | *    |  

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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 and affiliates
provide the services the Partnership requires to effectively operate. The cost of these services is reimbursed by the Partnership to AFS and affiliates 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, 2006 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.
|- | -------------------------------------------------------------------------------------



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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, 2006, the Partnership has disposed of certain leased assets as set forth below:



|                         |  |                                                  |             |             |   |                               |  |   |            
|------------------------ |  | ------------------------------------------------ | ----------- | ----------- | - | ----------------------------- |  | - | -----------
|Asset Types              |  | OriginalEquipmentCost, ExcludingAcquisition Fees |             | Sales Price |   | Excess of RentsOver Expenses*
|Manufacturing            |  | $                                                | 36,341,636  |             | $ | 8,151,378                     |  | $ | 32,015,390 
|Railcars and locomotives |  |                                                  | 39,032,869  |             |   | 25,297,669                    |  |   | 33,929,079 
|Transportation           |  |                                                  | 24,163,196  |             |   | 5,524,865                     |  |   | 23,377,616 
|Office automation        |  |                                                  | 15,733,297  |             |   | 1,766,335                     |  |   | 15,362,233 
|Construction             |  |                                                  | 24,499,603  |             |   | 4,354,102                     |  |   | 27,618,735 
|Materials handling       |  |                                                  | 13,391,632  |             |   | 1,918,207                     |  |   | 13,619,469 
|Containers               |  |                                                  | 13,613,625  |             |   | 3,170,207                     |  |   | 14,860,561 
|Mining                   |  |                                                  | 7,919,318   |             |   | 2,064,091                     |  |   | 7,865,866  
|Other                    |  |                                                  | 3,238,666   |             |   | 494,214                       |  |   | 2,664,895  
|                         |  |                                                  |             |             |   |                               |  |   |            
|                         |  | $                                                | 177,933,842 |             | $ | 52,741,068                    |  | $ | 171,313,844
|                         |  |                                                  |             |             |   |                               |  |   |            

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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, 2006, see footnote 5 to the financial statements, Investments in equipment and leases, net, as set forth in
Part II, Item 7, 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 7, Financial Statements and Supplementary Data.



|Item 2. | PROPERTIES
|------- | ----------

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



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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 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.



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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, 2006, a total of 6,094 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, 2006. 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, 2007. 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, 2006, the value of the Partnerships assets, calculated on this basis, was approximately $1.21 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.

Two distributions were made from cash generated from 2006 operations. The first
distribution was made in January 2006. The rate was $0.10 per Unit. The second distribution was made in July 2006. The rate was $0.10 per Unit.

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.



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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 from 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 reinvested a portion of lease payments from assets owned in new leasing transactions. Such reinvestment occurred only after the payment
of all 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 7.



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As another source of liquidity, the Partnership has contractual obligations with a diversified group of lessees for fixed
lease terms at fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on AFSs success in re-leasing or selling the
equipment as it comes off lease.

The Partnership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.

As of December 31, 2006, the Partnership had non-recourse debt with a remaining unpaid balance of $94,424. See footnote 7 to the financial statements, Non-recourse
debt, as set forth in Part II, Item 7, Financial Statements and Supplementary Data, for additional information regarding non-recourse debt.

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

At December 31, 2006, the Partnership had no commitments to purchase leased assets.

Cash Flows

2006 versus 2005

During 2006 and 2005, the primary source of cash from operations was rents from operating leases. In addition, cash flows were impacted by changes in certain assets and liabilities. Cash provided by operating
activities totaled $1,826,511 and $1,562,697 for the years ended December 31, 2006 and 2005, respectively. The increase was primarily due to increased accounts payable and accrued liabilities, and decreased prepaid expenses offset, in part, by
increased levels of accounts receivable and cash used related to increases in certain expenses. During 2006, cash inflow from the increase in accounts payable and accrued liabilities totaled $300,150 compared to cash used of $293,721 in 2005, an
increase of $593,871. Cash inflow from the decrease in prepaid expenses totaled $14,449 in 2006 compared to cash used of $211,234 in 2005, an improvement of $225,683. The aforementioned increases in cash flow were partially offset by cash outflows
of $417,929 and $171,408 resulting from increased accounts receivable and expenses, respectively. The increase in expenses were comprised of increases in (1) maintenance expense, (2) professional fees, (3) outside services,
(4) income and franchise taxes offset by a decline in other expenses.

During 2006 and 2005, the main source of cash flow from investing activities
was proceeds from sales of lease assets. Proceeds from sales of lease assets are not expected to be consistent from one period to another. Sales of assets are not scheduled and are created by opportunities within the marketplace. Cash proved by
investing activities totaled $648,012 and $1,162,191 for the years ended December 31, 2006 and 2005, respectively. The decrease was primarily due to an $809,630 decrease in net investments in direct financing leases as the Partnership is
currently in liquidation phase and has ceased financing new leases. This decrease was offset by a $295,451 year over year increase in proceeds from sales of assets.

During 2006 and 2005, the Partnerships financing activities were primarily the repayment of debt and distributions to General Partner and Limited Partners. Cash used in financing activities totaled $2,622,588
and $6,390,145 for the years ended December 31, 2006 and 2005, respectively. The decrease in cash used was primarily due to a decline in distributions paid to Limited Partners which totaled $2,498,016 in 2006 compared to $6,245,038 in 2005.

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).



8



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As of December 31, 2006, significant amounts of the Partnerships assets were leased to lessees in certain
industries as follows:



|                           |  |      |  
|-------------------------- |  | ---- | -
|                           |  | 2006 |  
|Transportation, rail       |  | 56   | %
|Transportation, containers |  | 30   | %
|Transportation, other      |  | 7    | %
|Manufacturing, other       |  | 6    | %
|Municipalities             |  | 1    | %

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

2006 versus 2005

The Partnership had net income of $714,795 and
$342,621 for the years ended December 31, 2006 and 2005, respectively. The favorable change in operating results was comprised of a $243,857 increase in total revenues combined with a $128,317 decrease in operating expenses.

Total revenues were $3,797,846 and $3,553,989 for 2006 and 2005, respectively. The increase in revenues was driven primarily by increases in gains on sales of lease
assets and lease revenue. During 2006, gains on sales of assets increased by $122,408 to $209,781 from $87,373 in 2005. The year over year increase in net lease revenues totaled $150,611 and was comprised of a $242,338 increase in operating lease
revenue offset by a $91,727 decrease in revenues from direct financing leases. The Partnership is in the liquidation phase of its life cycle. Accordingly, assets that mature are returned to inventory and most are subsequently sold, resulting in
decreasing revenue as earning assets decrease. This trend is expected to continue in the future. During 2006, however, operating lease revenue increased due to higher rents on increased railcar activity. Gains or losses on sales of lease assets are
not expected to be consistent between periods.

The increase in revenues was augmented by a decrease in year over year expenses. Total expenses were
$3,083,051 and $3,211,368 for 2006 and 2005, respectively. The decrease in total expenses was primarily due to declines in (1) depreciation and (2) other expenses offset by increases in (1) maintenance expense, (2) professional
and outside services, (3) provision for doubtful accounts and (4) taxes on income and franchise fees.

During 2006, depreciation and other
expenses decreased by $502,847 and $125,922, respectively, when compared to 2005. The decrease in depreciation expense was a result of run-off in the portfolio, while the decrease in other expenses was primarily due to an account written-off in 2005
pursuant to a bankruptcy filing.

The above decreases were offset by increases of $172,969 in railcar maintenance expense, $159,615 in professional and
outside services, $81,673 in provision for doubtful accounts and $78,540 in taxes on income and franchise fees. Railcar maintenance expense increased due to the timing of required repairs in 2006 versus 2005. The increase in professional fees and
outside services expenses represents costs associated with the Partnerships restatement effort and audit of prior year financial statements. The increase in provision for doubtful accounts reflects increased account delinquencies of 90 days or
more during the fourth quarter of 2006, while the increase in taxes on income and franchise fees represents a tax prepayment in 2005 that was expensed in 2006.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No.159,
The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at
fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply
the provisions of FASB Statement No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.



9



---

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
(SAB) No. 108. This Bulletin provides the Staffs views on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in SAB
No. 108 is effective for financial statements of fiscal years ending after November 15, 2006. Adoption of this guidance did not materially impact the Partnerships financial statements.

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, 2006, 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 Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on the Partnerships financial position and results
of operations.

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 may not develop exactly as
forecast, and the best estimates routinely require adjustment.

Use of estimates:

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

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is 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 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.



10



---

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 as they are deemed uncollectible.

Direct
financing leases are generally 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 with balances less than 90 days delinquent may be placed in a non-accrual status. Leases placed on non-accrual status are only returned to an
accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable.

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 a valuation method using discounted estimated future cash flows) of the assets and its carrying value on the
measurement date.



|Item 7. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

See the Report of
Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 12 through 27.



11



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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, 2006, and the related statements
of income, changes in partners capital, and cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnerships internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Partnerships internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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. as of December 31, 2006, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.



/s/ Moss Adams LLP


San Francisco, California

August 8 , 2007



12



---

Report of Independent Registered Public Accounting Firm

The Partners

ATEL Cash Distribution Fund VI, L.P.

We have audited the accompanying statements of operations, changes in partners capital, and cash flows of ATEL Cash Distribution Fund VI, L.P. (the Partnership)
for the year 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnerships internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of ATEL Cash Distribution Fund VI, L.P. for the year ended
December 31, 2005, in conformity with U.S. generally accepted accounting principles.



/s/ Ernst & Young LLP


San Francisco, California

May 29, 2007



13



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEET

DECEMBER 31, 2006



|                                                                                    |  |   |           
|----------------------------------------------------------------------------------- |  | - | ----------
|ASSETS                                                                              |  |   |           
|Cash and cash equivalents                                                           |  | $ | 1,951,229 
|Accounts receivable, net of allowance for doubtful accounts of $198,351             |  |   | 420,287   
|Prepaid expenses                                                                    |  |   | 196,784   
|Investments in equipment and leases, net of accumulated depreciation of $21,504,457 |  |   | 10,003,851
|                                                                                    |  |   |           
|Total assets                                                                        |  | $ | 12,572,151
|                                                                                    |  |   |           
|                                                                                    | 
|LIABILITIES AND PARTNERS CAPITAL                                                   |  |   |           
|Accounts payable and accrued liabilities:                                           |  |   |           
|General Partner                                                                     |  | $ | 122,659   
|Lessees and other                                                                   |  |   | 593,304   
|Accrued distributions, Limited Partners                                             |  |   |          
|Accrued interest payable                                                            |  |   | 659       
|Non-recourse debt                                                                   |  |   | 94,424    
|Unearned operating lease income                                                     |  |   | 2,177     
|                                                                                    |  |   |           
|Total liabilities                                                                   |  |   | 813,223   
|                                                                                    | 
|Commitments and contingencies                                                       |  |   |           
|                                                                                    | 
|Partners capital:                                                                  |  |   |           
|General Partner                                                                     |  |   |          
|Limited Partners                                                                    |  |   | 11,758,928
|                                                                                    |  |   |           
|Total partners capital                                                             |  |   | 11,758,928
|                                                                                    |  |   |           
|Total liabilities and partners capital                                             |  | $ | 12,572,151
|                                                                                    |  |   |           

See accompanying notes.



14



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2006 AND 2005



|                                                      |  |      |            |      |   |            |  
|----------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                      |  | 2006 |            | 2005 |  
|Revenues:                                             |  |      |            |      |   |            |  
|Leasing activities:                                   |  |      |            |      |   |            |  
|Operating leases                                      |  | $    | 3,451,538  |      | $ | 3,209,200  |  
|Direct financing leases                               |  |      | 20,722     |      |   | 112,449    |  
|Gain on sales of assets                               |  |      | 209,781    |      |   | 87,373     |  
|Interest income                                       |  |      | 64,382     |      |   | 56,580     |  
|Other revenue                                         |  |      | 51,423     |      |   | 88,387     |  
|                                                      |  |      |            |      |   |            |  
|Total revenues                                        |  |      | 3,797,846  |      |   | 3,553,989  |  
|                                                      |  |     
|Expenses:                                             |  |      |            |      |   |            |  
|Depreciation of operating lease assets                |  |      | 1,111,059  |      |   | 1,613,906  |  
|Cost reimbursements to General Partner                |  |      | 568,195    |      |   | 525,681    |  
|Railcar maintenance                                   |  |      | 461,132    |      |   | 288,163    |  
|Equipment and incentive management fees to affiliates |  |      | 162,036    |      |   | 175,125    |  
|Interest                                              |  |      | 11,286     |      |   | 18,286     |  
|Taxes on income and franchise fees                    |  |      | 107,540    |      |   | 29,000     |  
|Other management fees                                 |  |      | 126,972    |      |   | 141,742    |  
|Professional fees                                     |  |      | 211,330    |      |   | 134,374    |  
|Outside services                                      |  |      | 169,296    |      |   | 86,637     |  
|Provision for (reversal of) doubtful accounts         |  |      | 46,138     |      |   | (35,535    | )
|Other                                                 |  |      | 108,067    |      |   | 233,989    |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  |      | 3,083,051  |      |   | 3,211,368  |  
|                                                      |  |      |            |      |   |            |  
|Net income                                            |  | $    | 714,795    |      | $ | 342,621    |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  |     
|Net income:                                           |  |      |            |      |   |            |  
|General Partner                                       |  | $    | 25,946     |      | $ | 65,190     |  
|Limited Partners                                      |  |      | 688,849    |      |   | 277,431    |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  | $    | 714,795    |      | $ | 342,621    |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  |     
|Net income per Limited Partnership Unit               |  | $    | 0.06       |      | $ | 0.02       |  
|Weighted average number of Units outstanding          |  |      | 12,486,141 |      |   | 12,490,076 |  

See accompanying notes.



15



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENT OF CHANGES IN PARTNERS CAPITAL

YEARS ENDED DECEMBER 31, 2006
AND 2005



|                                                     |  |               |   |  |        |            |   |                |   |         |       |  |   |            |  
|---------------------------------------------------- |  | ------------- | - |  | ------ | ---------- | - | -------------- | - | ------- | ----- |  | - | ---------- | -
|                                                     |  | Other Members |   |  |        |            |   |                |  
|                                                     |  | Units         |   |  | Amount |            |   | ManagingMember |   |         | Total | 
|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 |  
|Distributions to Limited Partners ($0.20 per Unit)   |  |              |   |  |        | (2,498,016 | ) |                |   |        |       |  |   | (2,498,016 | )
|Distributions to General Partner                     |  |              |   |  |        |           |   |                |   | (25,946 | )     |  |   | (25,946    | )
|Rescissions and repurchases of capital contributions |  | (11,400       | ) |  |        | (11,758    | ) |                |   |        |       |  |   | (11,758    | )
|Net income                                           |  |              |   |  |        | 688,849    |   |                |   | 25,946  |       |  |   | 714,795    |  
|                                                     |  |               |   |  |        |            |   |                |   |         |       |  |   |            |  
|Balance December 31, 2006                            |  | 12,478,676    |   |  | $      | 11,758,928 |   |                | $ |        |       |  | $ | 11,758,928 |  
|                                                     |  |               |   |  |        |            |   |                |   |         |       |  |   |            |  

See accompanying notes.



16



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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



|                                                                             |  |      |            |   |      |   |            |  
|---------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                             |  | 2006 |            |   | 2005 |  
|Operating activities:                                                        |  |      |            |   |      |   |            |  
|Net income                                                                   |  | $    | 714,795    |   |      | $ | 342,621    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |      |            |   |      |   |            |  
|Depreciation of operating lease assets                                       |  |      | 1,111,059  |   |      |   | 1,613,906  |  
|Provision for (reversal of) doubtful accounts                                |  |      | 46,138     |   |      |   | (35,535    | )
|Gain on sales of assets                                                      |  |      | (209,781   | ) |      |   | (87,373    | )
|Changes in operating assets and liabilities:                                 |  |      |            |   |      |   |            |  
|Accounts receivable                                                          |  |      | (126,403   | ) |      |   | 291,526    |  
|Prepaids expenses                                                            |  |      | 14,449     |   |      |   | (211,234   | )
|Accounts payable and accruals due General Partner                            |  |      | (50,418    | ) |      |   | (20,627    | )
|Accounts payable and accruals due lessees and other                          |  |      | 350,568    |   |      |   | (273,094   | )
|Accrued interest payable                                                     |  |      | (606       | ) |      |   | (557       | )
|Unearned operating lease income                                              |  |      | (23,290    | ) |      |   | (56,936    | )
|                                                                             |  |      |            |   |      |   |            |  
|Net cash provided by operating activities                                    |  |      | 1,826,511  |   |      |   | 1,562,697  |  
|                                                                             |  |      |            |   |      |   |            |  
|                                                                             |  |     
|Investing activities:                                                        |  |      |            |   |      |   |            |  
|Proceeds from sales of lease assets                                          |  |      | 569,974    |   |      |   | 274,523    |  
|Reduction of net investment in direct financing leases                       |  |      | 78,038     |   |      |   | 887,668    |  
|                                                                             |  |      |            |   |      |   |            |  
|Net cash provided by investing activities                                    |  |      | 648,012    |   |      |   | 1,162,191  |  
|                                                                             |  |      |            |   |      |   |            |  
|                                                                             |  |     
|Financing activities:                                                        |  |      |            |   |      |   |            |  
|Repayments of non-recourse debt                                              |  |      | (86,868    | ) |      |   | (79,917    | )
|Recisions                                                                    |  |      | (11,758    | ) |      |   |           |  
|Distributions to Limited Partners                                            |  |      | (2,498,016 | ) |      |   | (6,245,038 | )
|Distributions to General Partner                                             |  |      | (25,946    | ) |      |   | (65,190    | )
|                                                                             |  |      |            |   |      |   |            |  
|Net cash used in by financing activities                                     |  |      | (2,622,588 | ) |      |   | (6,390,145 | )
|                                                                             |  |      |            |   |      |   |            |  
|                                                                             |  |     
|Net decrease in cash and cash equivalents                                    |  |      | (148,065   | ) |      |   | (3,665,257 | )
|Cash and cash equivalents at beginning of year                               |  |      | 2,099,294  |   |      |   | 5,764,551  |  
|                                                                             |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of year                                     |  | $    | 1,951,229  |   |      | $ | 2,099,294  |  
|                                                                             |  |      |            |   |      |   |            |  
|                                                                             |  |     
|Supplemental disclosures of cash flow information:                           |  |      |            |   |      |   |            |  
|Cash paid during the year for taxes                                          |  | $    | 107,540    |   |      | $ | 29,000     |  
|                                                                             |  |      |            |   |      |   |            |  
|Cash paid during the year for interest                                       |  | $    | 10,680     |   |      | $ | 18,843     |  
|                                                                             |  |      |            |   |      |   |            |  

See accompanying notes.



17



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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. As of December 31, 2006, 12,478,676 Units were issued and outstanding.

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,
2006, 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 the liquidation phase of its life cycle as defined by the Limited Partnership Agreement.

2. Summary of significant accounting policies:

Basis of
presentation:

The accompanying balance sheet as of December 31, 2006, and the related statements of income and changes in partners capital
and cash flows for each of the two years in the period ended December 31, 2006 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 the allowance for doubtful accounts.



18



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



Cash and cash equivalents:

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

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 and therefore, believes that such a concentration
of these 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, 2006 and 2005.

Accounts receivable:

Accounts receivable represent the amounts billed under operating and direct finance lease contracts which are 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
by AFS. Amounts recovered that were previously written-off are recorded as other income in the period received.

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 as they are deemed uncollectible.

Direct financing leases are generally 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 with balances less than 90 days delinquent may be placed in a non-accrual status. Leases placed on non-accrual
status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at
cost. Depreciation is 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 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.



19



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



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 a valuation method using discounted estimated future cash flows) of the assets and its carrying value on the measurement date.

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. Currently, 100% of the Partnerships operating revenues are from customers domiciled in North America.

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, 2006 and 2005 income taxes and franchise fees totaled $107,540 and $29,000
respectively.



20



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



The tax bases of the Partnerships net assets and liabilities vary from the amounts presented in these financial
statements as of December 31, 2006 and 2005:



|                                        |  |      |            |  
|--------------------------------------- |  | ---- | ---------- | -
|                                        |  | 2006 |           
|Financial statement basis of net assets |  | $    | 11,758,928 |  
|Tax basis of net assets (unaudited)     |  |      | 15,675,139 |  
|                                        |  |      |            |  
|Difference (unaudited)                  |  | $    | (3,916,211 | )
|                                        |  |      |            |  

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

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



|                                              |  |      |           |      |   |           |  
|--------------------------------------------- |  | ---- | --------- | ---- | - | --------- | -
|                                              |  | 2006 |           | 2005 |  
|Net income (loss) per financial statements    |  | $    | 714,795   |      | $ | 342,621   |  
|Tax adjustments (unaudited):                  |  |      |           |      |   |           |  
|Adjustment to depreciation expense            |  |      | 1,102,030 |      |   | 1,593,929 |  
|Provision for losses and doubtful accounts    |  |      | 46,138    |      |   | (144,787  | )
|Adjustments to revenues                       |  |      | 632,208   |      |   | 428,618   |  
|                                              |  |      |           |      |   |           |  
|Net income per federal tax return (unaudited) |  | $    | 2,495,171 |      | $ | 2,220,381 |  
|                                              |  |      |           |      |   |           |  

Per unit data:

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

Recent accounting
pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No.159, The Fair Value Option for Financial
Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement
No. 157, Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of
the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15,
2006. Adoption of this guidance did not materially impact the Partnerships financial statements.



21



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



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, 2006, 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 Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on
the Partnerships financial position and results of operations.

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.

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, 2006, 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                  |  | 2006 |  
|Transamerica Leasing            |  | Containers                         |  | 20   | %
|Central States Enterprises      |  | Railcars                           |  | 19   | %
|Interstate Commodities          |  | Railcars                           |  | 18   | %
|Daimler Chrysler Corporation    |  | Materials Handling                 |  | 11   | %
|Consolidated Rail Corporation   |  | Locomotive & Intermodal Containers |  | *    |  
|United States Steel Corporation |  | Steel Manufacturing                |  | *    |  



22



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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



4. Provisions for doubtful accounts:

Activity in the allowance for doubtful accounts consists of the following:



|                          |  |                               |          |  
|------------------------- |  | ----------------------------- | -------- | -
|                          |  | Allowance forDoubtfulAccounts |         
|Balance December 31, 2004 |  | $                             | 297,000  |  
|Recoveries                |  |                               | (35,535  | )
|Charge offs               |  |                               | (109,252 | )
|                          |  |                               |          |  
|Balance December 31, 2005 |  |                               | 152,213  |  
|Provision                 |  |                               | 46,138   |  
|                          |  |                               |          |  
|Balance December 31, 2006 |  | $                             | 198,351  |  
|                          |  |                               |          |  

5. Investments in equipment and leases, net:

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



|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                         |   |  |   |           
|----------------------------------------- |  | ----------------------- | ---------- | ------------------------------------------ | - | -------- | -------------------------------------------------------- |  | - | ----------------------- | - |  | - | ----------
|                                          |  | BalanceDecember 31,2005 |            | Reclassifications& Additions /Dispositions |   |          | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceDecember 31,2006
|Net investment in operating leases        |  | $                       | 11,109,347 |                                            | $ | (323,661 | )                                                        |  | $ | (1,105,859              | ) |  | $ | 9,679,827 
|Net investment in direct financing leases |  |                         | 313,691    |                                            |   |         |                                                          |  |   | (78,038                 | ) |  |   | 235,653   
|Assets held for sale or lease, net        |  |                         | 130,103    |                                            |   | (36,532  | )                                                        |  |   | (5,200                  | ) |  |   | 88,371    
|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                         |   |  |   |           
|Total                                     |  | $                       | 11,553,141 |                                            | $ | (360,193 | )                                                        |  | $ | (1,189,097              | ) |  | $ | 10,003,851
|                                          |  |                         |            |                                            |   |          |                                                          |  |   |                         |   |  |   |           

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:



|                                       |  |      |           |      |   |          
|-------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                       |  | 2006 |           | 2005
|Depreciation of operating lease assets |  | $    | 1,111,059 |      | $ | 1,613,906
|Impairment losses                      |  |      |          |      |   |         
|                                       |  |      |           |      |   |          
|Total                                  |  | $    | 1,111,059 |      | $ | 1,613,906
|                                       |  |      |           |      |   |          

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

Operating leases:

Equipment on operating leases consists of the
following:



|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|----------------------------- |  | ----------------------- | ----------- | - | --------- | - | ---------- | -------------------------------- |  | - | ----------------------- | - |  | - | ----------- | -
|                              |  | BalanceDecember 31,2005 |             |   | Additions |   |            | Reclassificationsor Dispositions |  |   | BalanceDecember 31,2006 |  
|Transportation, rail          |  | $                       | 30,344,063  |   |           | $ |           |                                  |  | $ | (1,710,145              | ) |  | $ | 28,633,918  |  
|Construction                  |  |                         | 88,647      |   |           |   |           |                                  |  |   | (88,647                 | ) |  |   |            |  
|Material handling             |  |                         | 4,452,373   |   |           |   |           |                                  |  |   | (2,989,302              | ) |  |   | 1,463,071   |  
|Other                         |  |                         | 355,838     |   |           |   |           |                                  |  |   |                        |   |  |   | 355,838     |  
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|                              |  |                         | 35,240,921  |   |           |   |           |                                  |  |   | (4,788,094              | ) |  |   | 30,452,827  |  
|Less accumulated depreciation |  |                         | (24,131,574 | ) |           |   | (1,105,859 | )                                |  |   | 4,464,433               |   |  |   | (20,773,000 | )
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  
|Total                         |  | $                       | 11,109,347  |   |           | $ | (1,105,859 | )                                |  | $ | (323,661                | ) |  | $ | 9,679,827   |  
|                              |  |                         |             |   |           |   |            |                                  |  |   |                         |   |  |   |             |  



23



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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

Direct financing leases:

As of December 31, 2006, 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, 2006:



|                                                             |  |      |         |  
|------------------------------------------------------------ |  | ---- | ------- | -
|                                                             |  | 2006 |        
|Total minimum lease payments receivable                      |  | $    | 98,760  |  
|Estimated residual values of leased equipment (unguaranteed) |  |      | 151,421 |  
|                                                             |  |      |         |  
|Investment in direct financing leases                        |  |      | 250,181 |  
|Less unearned income                                         |  |      | (14,528 | )
|                                                             |  |      |         |  
|Net investment in direct financing leases                    |  | $    | 235,653 |  
|                                                             |  |      |         |  

At December 31, 2006, the aggregate amounts of future minimum lease payments are as follows:



|                              |  |  |  |                 |           |                       |   |        |  |   |          
|----------------------------- |  |  |  | --------------- | --------- | --------------------- | - | ------ |  | - | ---------
|                              |  |  |  | OperatingLeases |           | DirectFinancingLeases |   | Total 
|Year ending December 31, 2007 |  |  |  | $               | 2,168,364 |                       | $ | 98,760 |  | $ | 2,267,124
|2008                          |  |  |  |                 | 1,454,413 |                       |   |       |  |   | 1,454,413
|2009                          |  |  |  |                 | 892,200   |                       |   |       |  |   | 892,200  
|2010                          |  |  |  |                 | 770,160   |                       |   |       |  |   | 770,160  
|2011                          |  |  |  |                 | 421,640   |                       |   |       |  |   | 421,640  
|                              |  |  |  |                 |           |                       |   |        |  |   |          
|                              |  |  |  | $               | 5,706,777 |                       | $ | 98,760 |  | $ | 5,805,537
|                              |  |  |  |                 |           |                       |   |        |  |   |          

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 (in years):



|                        |  |           
|----------------------- |  | ----------
|Equipment category      |  | UsefulLife
|Transportation, rail    |  | 30 -35    
|Manufacturing           |  | 10 -20    
|Construction            |  | 7 - 10    
|Material handling       |  | 7 - 10    
|Natural gas compressors |  | 7 - 10    
|Transportation, other   |  | 7 - 10    

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.



24



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



6. Related party transactions (continued):

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 its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as existing or new leases, number of investors or equity depending upon 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 2006 and 2005:



|                                                      |  |      |         |      |   |        
|----------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                      |  | 2006 |         | 2005
|Cost reimbursements to General Partner                |  | $    | 568,195 |      | $ | 525,681
|Equipment and incentive management fees to affiliates |  |      | 162,036 |      |   | 175,125
|                                                      |  |      |         |      |   |        
|                                                      |  | $    | 730,231 |      | $ | 700,806
|                                                      |  |      |         |      |   |        

The General Partner makes certain payments to third parties on behalf of the Partnership for convenience purposes.
During the years ended December 31, 2006 and 2005, the General Partner made such payments of $579,315 and $275,359, respectively.

7. Non-recourse
debt:

At December 31, 2006, 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, 2006, the carrying value of the pledged assets is $301,665. The note matures in 2007.

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



|                              |  |           |        |          |   |       |  |   |       
|----------------------------- |  | --------- | ------ | -------- | - | ----- |  | - | ------
|                              |  | Principal |        | Interest |   | Total
|Year ending December 31, 2007 |  | $         | 94,424 |          | $ | 4,336 |  | $ | 98,760
|                              |  |           |        |          |   |       |  |   |       
|                              |  | $         | 94,424 |          | $ | 4,336 |  | $ | 98,760
|                              |  |           |        |          |   |       |  |   |       

8. Commitments:

At December 31, 2006, the Partnership 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.



25



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



9. Guarantees (continued):

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.

10. Partners capital:

As of December 31, 2006, 12,478,676 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 was 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 2006 and 2005. 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:

Cash from Operations

Cash from Operations is distributed 95.75% to the Limited Partners, 1% to AFS and 3.25% to an affiliate of AFS as an Incentive Management Fee.

Cash from Sales and Refinancing

First, 99% to the Limited Partners and 1% to AFS until each Limited Partner has 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; and

Thereafter, 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive
Management Fee.

Distributions to the Limited Partners were as follows:



|                                             |  |      |            |      |   |           
|-------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                             |  | 2006 |            | 2005
|Distributions declared                       |  | $    | 2,498,016  |      | $ | 6,245,038 
|Weighted average number of Units outstanding |  |      | 12,486,141 |      |   | 12,490,076
|                                             |  |      |            |      |   |           
|Weighted average distributions per Unit      |  | $    | 0.20       |      | $ | 0.50      
|                                             |  |      |            |      |   |           



26



---

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS



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, 2006 approximate fair value because of the liquidity and short-term
maturity of these instruments.



27



---

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

As reported on Form 8-K dated February 9, 2007, the Company dismissed Ernst & Young LLP (E&Y) as its independent registered public accounting firm effective February 5, 2007. E&Y
continues to be engaged by the Company to perform tax services.

E&Y's report on the Company's financial statements for the year ended
December 31, 2005, the Company's most recent fiscal year for which an independent accountant's report has been issued on its financial statements, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended December 31, 2005 and 2006, and the subsequent interim period through February 5, 2007, the date of E&Y's dismissal, there were no
disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Also
effective as of February 5, 2007, the Board approved the engagement of, and appointed, the firm of Moss Adams LLP as independent registered public accounting firm for its fiscal year ended December 31, 2006.



|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 at December 31, 2006, 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



28



---

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.



29



---

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 54, 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.



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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.

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, 2006.

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, 2006 and 2005 is set forth in Item 7 of this report under the caption Financial Statements and Supplementary DataNotes to the Financial
StatementsRelated party transactions, at 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



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refinancing and 3.25% (4% prior to July 1, 1995) of cash distributions from operations to an affiliate of AFS until such time as the Limited Partners
have received aggregate distributions of cash from operations in an amount equal to their original invested capital plus a 10% per annum return on their average adjusted invested capital (as defined in the Limited Partnership Agreement).
Thereafter, the incentive management fee paid to the affiliate of AFS shall be 4% of all distributions of cash from operations, sales or refinancing.

See
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 2006 and 2005.



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

Security Ownership of Certain Beneficial Owners

At December 31, 2006, no investor is known to hold beneficially more than 5% of
the issued and outstanding Units.

Security Ownership of Management

At December 31, 2006, 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                            |  | Initial Limited Partner Units             |  | 0.0002%         
|                          |  | 600 California Street, 6th Floor     |  | 25 Units ($250)                           |  |                 
|                          |  | San Francisco, CA 94108              |  | (owned by wife)                           |  |                 

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 7 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 2006: None
| | --- | --------------------------------------------------------



| | (b) | Exhibits
| | --- | --------

(3) and (4) Agreement of Limited
Partnership, included as Exhibit B to Prospectus (Exhibit 28.1), is incorporated herein by reference to the report on Form 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 Dean L. Cash               
|       | 
|(31.2) |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|       | 
|(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:



|                   |  |      |         |      |   |       
|------------------ |  | ---- | ------- | ---- | - | ------
|                   |  | 2006 |         | 2005
|Audit fees         |  | $    | 143,775 |      |   | 69,659
|Audit related fees |  |      | 50,871  |      |   |      
|Tax fees           |  |      | 3,138   |      |   | 28,439
|                   |  |      |         |      |   |       
|                   |  | $    | 197,784 |      | $ | 98,098
|                   |  |      |         |      |   |       

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: August 8, 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 of ATEL
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 of ATEL Financial Services, LLC (General Partner)                              |  | August 8, 2007
|Dean Cash                                 |  |                                                                                                                     
|                                          |  |                                                                                                                     
|/s/ Paritosh K. Choksi Paritosh K. Choksi |  | Executive Vice President and Chief Financial and Operating Officer of ATEL Financial Services, LLC (General Partner) |  | August 8, 2007
|                                          | 

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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