Form 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

            |X| Annual report pursuant to section 13 or 15(d) of the Securities
                Exchange Act of 1934 (no fee required) For the Year Ended
                December 31, 2003
                                       OR
            |_| Transition report pursuant to section 13 or 15(d) of the
                Securities Exchange Act of 1934 (no fee required)
                For the transition period from ____ to ____

                        Commission File number 000-28368

                      ATEL Cash Distribution Fund VI, L.P.

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

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

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

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

Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

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

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

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

The number of Limited Partnership Units outstanding as of December 31, 2003 was
12,490,076.

                       DOCUMENTS INCORPORATED BY REFERENCE

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



                                        1
<PAGE>

                                     PART I

Item 1:  BUSINESS

General Development of Business

ATEL Cash Distribution Fund VI, L.P. (the Partnership) was formed under the laws
of the state of California in June 1994. The Partnership was formed for the
purpose of acquiring equipment to engage in equipment leasing and sales
activities. The General Partner of the Partnership is ATEL Financial Services
LLC (AFS). Prior to converting to a limited liability company structure, AFS was
formerly known as ATEL Financial Corporation.

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

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

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

Narrative Description of Business

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

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

Through December 31, 2003, the Partnership had purchased equipment with a total
acquisition price of $208,275,158.

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

AFS sought to limit the amount invested in equipment to any single lessee to not
more than 20% of the aggregate purchase price of equipment owned at any time
during the Reinvestment Period.

During 2003, 2002 and 2001, certain lessees generated significant portions of
the Partnership's total lease revenues as follows:

<TABLE>
<CAPTION>
                                                                               2003             2002             2001
                                                                               ----             ----             ----
Lessee                                  Type of Equipment
<S>                                     <C>                                     <C>              <C>             <C>
Consolidated Rail Corporation           Locomotives & intermodal containers     19%              19%             13%
Transamerica Leasing Inc.               Containers                              11%               *               *
United States Steel Corporation         Steel manufacturing                     10%               *               *
Daimler Chrysler Corporation            Automobile manufacturing                10%               *              11%
Burlington Northern Santa Fe            Locomotives & intermodal containers      *               13%              *
National Steel Corporation              Steel manufacturing                      *               11%             12%
Tarmac America                          Construction                             *                *              10%
</TABLE>
*  Less than 10%

These percentages are not expected to be comparable between periods.



                                        2
<PAGE>

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

The business of the Partnership is not seasonal.

The Partnership has no full time employees.

Equipment Leasing Activities

The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 2003 and
the industries to which the assets have been leased.

<TABLE>
<CAPTION>
                                        Purchase Price Excluding       Percentage of Total
Asset Types                                Acquisition Fees              Acquisitions
-----------                                ----------------              ------------
<S>                                            <C>                               <C>
Transportation, rail cars                      $39,275,195                       18.86%
Manufacturing                                   30,469,834                       14.63%
Transportation, other                           24,476,511                       11.75%
Materials handling                              24,043,881                       11.54%
Railroad locomotives                            22,353,332                       10.73%
Transportation, intermodal containers           21,694,688                       10.42%
Mining equipment                                18,557,225                        8.91%
Office automation                               13,824,024                        6.64%
Construction                                     9,259,221                        4.45%
Other *                                          4,321,247                        2.07%
                                           ----------------             ----------------
                                              $208,275,158                      100.00%
                                           ================             ================
</TABLE>

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

<TABLE>
<CAPTION>
                                        Purchase Price Excluding       Percentage of Total
Industry of Lessee                         Acquisition Fees              Acquisitions
------------------                         ----------------              ------------
<S>                                            <C>                               <C>
Transportation, rail                           $55,950,904                       26.86%
Electronics manufacturing                       29,030,626                       13.94%
Business services                               28,360,969                       13.62%
Mining                                          24,793,242                       11.90%
Transportation, other                           23,217,066                       11.15%
Manufacturing, other                            18,922,229                        9.09%
Oil and gas                                     16,535,633                        7.94%
Communications                                    5,282,291                       2.54%
Other *                                           6,182,198                       2.96%
                                           ----------------             ----------------
                                              $208,275,158                      100.00%
                                           ================             ================
</TABLE>

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

Through December 31, 2003, the Partnership has disposed of certain leased assets
as set forth below:

                            Original
                          Equipment Cost,                     Excess of
Asset                       Excluding                        Rents Over
Types                    Acquisition Fees   Sales Price      Expenses *
-----                    ----------------   -----------      ----------
Manufacturing                $33,193,187      $ 7,955,855      $27,886,465
Railcars and locomotives      29,419,796       25,056,358       11,507,538
Transportation                15,389,892        5,226,827       12,254,914
Office automation             14,634,983        1,763,459       14,175,290
Construction                  11,858,010        4,084,570       11,662,147
Materials handling            10,795,272        1,418,049       10,817,273
Containers                     8,308,890        2,014,737        8,027,115
Mining                         7,830,671        2,061,091        7,766,029
Other                          2,856,241          475,157        2,293,599
                         ---------------- ---------------- ----------------
                            $134,286,942      $50,056,103     $106,390,370
                         ================ ================ ================

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



                                        3
<PAGE>

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2003, see Note 3 to the financial statements, Investments in
equipment and leases, as set forth in Part II, Item 8, Financial Statements and
Supplementary Data.


Item 2.  PROPERTIES

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


Item 3.  LEGAL PROCEEDINGS

In the ordinary course of conducting business, there may be certain claims,
suits, and complaints filed against the Partnership. In the opinion of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's consolidated financial position or results of operations.
No material legal proceedings are currently pending against the Partnership or
against any of its assets. The following is a discussion of legal matters
involving the Partnership, but which do not represent claims against the
Partnership or its assets.

AT&T Corp.:

The Partnership has filed suit against AT&T Corp. and CIT Leasing for recovery
of lease payments due to the Partnership under a lease agreement with AT&T Corp.
Accounts receivable related to the lease (included in the Partnership's balance
sheet) total $115,924 and have been fully reserved as of December 31, 2003.


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

None.


                                     PART II

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

Market Information

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

Holders

As of December 31, 2003, a total of 6,506 investors were record holders of Units
in the Partnership.

ERISA Valuation

In order to permit ERISA fiduciaries who hold Units to satisfy their annual
reporting requirements, AFS estimated the value per Unit of the Partnership's
assets as of September 30, 2003. 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, 2004. The
estimates were based on the amount of remaining lease payments on existing
Partnership leases, and the estimated residual values of the equipment held by
the Partnership upon the termination of those leases. This valuation was based
solely on AFS's perception of market conditions and the types and amounts of the
Partnership's assets. No independent valuation was sought.

After calculating the aggregate estimated disposition proceeds, AFS then
calculated the portion of the aggregate estimated value of the Partnership
assets that would be distributed to Unit holders on liquidation of the
Partnership, and divided the total so distributable by the number of outstanding
Units. As of September 30, 2003, the value of the Partnership's assets,
calculated on this basis, was approximately $3.34 per Unit. The foregoing
valuation was performed solely for the ERISA purposes described above. There is
no market for the Units, and, accordingly, this value does not represent an
estimate of the amount a Unit holder would receive if he were to seek to sell
his Units. Furthermore, there can be no assurance as to the amount the
Partnership may actually receive if and when it seeks to liquidate its assets,
or the amount of lease payments and equipment disposition proceeds it will
actually receive over the remaining term of the Partnership.

Dividends

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



                                        4
<PAGE>

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

The rate for monthly distributions from 2002 operations was $0.0875 per Unit.
The distributions were paid in February 2002 through December 2002 and in
January 2003. For each quarterly distribution (paid in April, July and October
2002 and in January 2003) the rate was $0.2625 per Unit. Distributions were from
2002 cash flows from operations. The amounts paid to holders of Units were
adjusted based on the length of time within the previous calendar month or
quarter that the Units were outstanding.

The rate for monthly distributions from 2001 operations was $0.0875 per Unit.
The distributions were paid in February 2001 through December 2001 and in
January 2002. For each quarterly distribution (paid in April, July and October
2001 and in January 2002) the rate was $0.2625 per Unit. Distributions were from
2001 cash flows from operations. The amounts paid to holders of Units were
adjusted based on the length of time within the previous calendar month or
quarter that the Units were outstanding.

AFS has sole discretion in determining the amount of distributions; provided,
however, that AFS will not reinvest in equipment, but will distribute, subject
to payment of any obligations of the Partnership, such available cash from
operations and cash from sales or refinancing as may be necessary to cause total
distributions to the Limited Partners for each year during the Reinvestment
Period to equal the following amounts per unit: $1.00 in 1997 and 1998; $1.05 in
1999 and 2000; and $1.10 in 2001 and 2002. The Reinvestment Period ended
December 31, 2002.

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

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

<TABLE>
<CAPTION>
                                             2003             2002             2001             2000             1999
                                             ----             ----             ----             ----             ----
<S>                                              <C>              <C>              <C>              <C>              <C>
Net income (loss) per Unit, based on
   weighted average Units
   outstanding                                   $ 0.12          $ (0.10)          $ 0.17           $ 0.76          $ (0.07)
Return of investment                              (0.01)            1.15             0.88             0.30             1.11
                                        ---------------- ---------------- ---------------- ---------------- ----------------
Distributions per Unit, based on
   weighted average Units
   outstanding                                     0.11             1.05             1.05             1.06             1.04
Differences due to timing of
   distributions                                  (0.06)               -                -            (0.01)            0.01
                                        ---------------- ---------------- ---------------- ---------------- ----------------
Actual distribution rates per Unit               $ 0.05           $ 1.05           $ 1.05           $ 1.05           $ 1.05
                                        ================ ================ ================ ================ ================
</TABLE>

Item 6.  SELECTED FINANCIAL DATA

The following table presents selected financial data of the Partnership at
December 31, 2003, 2002, 2001, 2000 and 1999 and for the years then ended. This
financial data should be read in conjunction with the financial statements and
related notes included under Part II Item 8.

<TABLE>
<CAPTION>
                                             2003             2002             2001             2000             1999
                                             ----             ----             ----             ----             ----
<S>                                         <C>              <C>              <C>              <C>              <C>
Gross revenues                              $ 7,642,647      $13,735,916      $16,549,229      $27,796,597      $34,400,228

Net income (loss)                           $ 1,585,834     $ (1,148,403)     $ 2,838,363      $ 9,533,716       $ (906,676)

Weighted average Units                       12,490,076       12,495,063       12,500,050       12,500,050       12,500,050

Net income (loss) allocated to
   Limited Partners                         $ 1,538,968     $ (1,280,043)     $ 2,123,116      $ 9,438,379       $ (897,609)

Net income (loss) per Unit, based on
   weighted average Units
   outstanding                                   $ 0.12          $ (0.10)          $ 0.17           $ 0.76          $ (0.07)

Distributions per Unit, based on
   weighted average Units
   outstanding                                   $ 0.11           $ 1.05           $ 1.05           $ 1.06           $ 1.04

Total Assets                                $25,410,604      $34,625,398      $65,841,842      $79,350,099     $110,704,998

Non-recourse Debt                             $ 823,077      $ 4,853,239      $21,712,993      $28,971,912      $46,490,585

Total Partners' Capital                     $23,783,263      $23,607,548      $38,008,680      $48,537,398      $52,207,752
</TABLE>


                                        5
<PAGE>

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

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

Capital Resources and Liquidity

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

The liquidity of the Partnership will vary in the future, increasing to the
extent cash flows from leases and proceeds of asset sales exceed expenses, and
decreasing as lease assets are acquired, as distributions are made to the
limited partners and to the extent expenses exceed cash flows from leases and
proceeds from asset sales.

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

The Partnership participates with AFS and certain of its affiliates in a
$58,627,656 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants. The line of credit expires on June 28, 2004. As of December 31, 2003,
borrowings under the facility were as follows:

Amount borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited liability
   companies under the acquisition facility                          23,000,000
                                                                  --------------
Total borrowings under the acquisition facility                      23,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                  --------------
Total outstanding balance                                         $  23,000,000
                                                                  ==============

Total available under the line of credit                          $  58,627,656
Total outstanding balance                                           (23,000,000)
                                                                  --------------
Remaining availability                                            $  35,627,656
                                                                  ==============

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

Effective January 2004, the revolving line of credit was extended. The revolving
line of credit now expires on June 28, 2005. In addition, the total amount
available under the revolving line of credit has been increased to $65,700,000.

As of December 31, 2003, cash balances consisted of working capital and amounts
reserved for distributions in January 2004, generated from operations in 2003.

The Partnership currently has available adequate reserves to meet its immediate
cash requirements and those of the next twelve months, but in the event those
reserves were found to be inadequate, the Partnership would likely be in a
position to borrow against its current portfolio to meet such requirements. AFS
envisions no such requirements for operating purposes.

To date, the Partnership has borrowed $101,227,460 of non-recourse debt. As of
December 31, 2003, the remaining unpaid balance as of that date was $823,077.

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. AFS expects that aggregate
borrowings in the future will be approximately 40%-50% of aggregate equipment
cost. In any event, the Agreement of Limited Partnership limits such borrowings
to 50% of the total cost of equipment, in aggregate. The Partnership may only
incur additional debt to the extent that the then outstanding balance of all
such debt, including the additional debt, does not exceed 50% of the original
cost of the lease assets then owned by the Partnership, including any such
assets purchased with the proceeds of such additional debt.



                                        6
<PAGE>

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

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

If inflation in the general economy becomes significant, it may affect the
Partnership inasmuch as the residual (resale) values and rates on re-leases of
the Partnership's leased assets may increase as the costs of similar assets
increase. However, the Partnership's revenues from existing leases would not
increase, as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase significantly, the lease rates that the Partnership
can obtain on future leases will be expected to increase as the cost of capital
is a significant factor in the pricing of lease financing. Leases already in
place, for the most part, would not be affected by changes in interest rates.

Cash Flows

2003 vs. 2002:

In 2003, the Partnership's primary source of cash was the rents from operating
leases. In 2002, the Partnership's primary source of cash flows was proceeds
from sales of lease assets. Cash flows from operations decreased from $7,228,660
in 2002 to $4,176,922 in 2003, a decrease of $3,051,738. The decrease resulted
from decreased operating lease rents.

In 2003 and 2002, sources of cash from investing activities consisted of
proceeds from sales of lease assets and cash flows from direct financing leases.
The cash flows from direct financing leases increased from $45,586 in 2002 to
$329,341 in 2003. Proceeds from asset sales decreased from $18,588,007 in 2002
to $2,560,308 in 2003, a decrease of $16,027,699. The assets that were sold in
2002 had an original costs of approximately $32,941,000. The assets sold in 2003
had an original cost of approximately $13,735,000. A significant portion of the
assets sold in 2002 were still on lease and had higher average values than those
sold in 2003. As a result, sales proceeds were lower in 2003 when compared to
2002. Proceeds from sales of lease assets are not expected to be consistent from
one year to another. In 2003, assets sold consistent primarily of containers,
materials handling and truck and trailers. In 2002, assets sold consisted
largely of rail transportation and construction equipment.

In 2003, the only source of cash from financing activities was the proceeds of a
new non-recourse note payable. In 2002, the only financing source of cash was
borrowings made under the line of credit. Repayments of non-recourse debt
decreased (from $13,048,829 in 2002 to $459,251 in 2003) as a result of
scheduled debt payments and an early repayment of $7,305,683 in 2002. The
Partnership's Reinvestment Period ended December 31, 2002. In 2003, the only
distributions that were made were the monthly distribution related to December
2002 and the quarterly distribution related to the fourth quarter of 2002. A
single distribution was made from 2003 operations in January 2004. Effective in
2003, the amounts of distributions are based on the amounts of cash available
for distribution after retaining sufficient balances for working capital. In
prior periods the distributions were at a predetermined rate, subject only to
the availability of sufficient cash balances.

2002 vs. 2001:

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

In 2002 and 2001, sources of cash from investing activities consisted of
proceeds from sales of lease assets and cash flows from direct financing leases.
Proceeds from asset sales increased from $2,511,046 in 2001 to $18,588,007 in
2002. The assets that were sold in 2002 had an original costs of approximately
$32,941,000. The assets sold in 2001 had an original cost of approximately
$13,472,000. A significant portion of the assets sold in 2002 were still on
lease and had higher average values than those sold in 2001. Proceeds from sales
of lease assets are not expected to be consistent from one year to another. The
cash flows from direct financing leases decreased from $259,277 in 2001 to
$45,586 in 2002.

In 2002 and 2001, the only source of cash from financing activities was
borrowings under the line of credit. Repayments of non-recourse debt increased
from $3,863,254 in 2001 to $13,048,829 in 2002 as a result of scheduled debt
payments. Scheduled repayments in 2002 were $5,743,147, compared to $7,257,968
in 2001. An additional $7,305,683 of non-recourse debt was repaid with a portion
of the proceeds from the sales of leased assets. The notes repaid ahead of time
had been used to finance a portion of the assets that were sold in 2002.



                                        7
<PAGE>

Results of Operations

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

As of December 31, 2003, 2002 and 2001, significant amounts of the Partnership's
assets were leased to lessees in certain industries as follows.

                                     2003             2002             2001
                                     ----             ----             ----
Rail transportation                   42%              44%              33%
Other transportation services         23%              13%               *
Other manufacturing                   20%              21%              30%
Municipalities                         *               15%              13%
*  Less than 10%.

Substantially all employees of AFS track time incurred in performing
administrative services on behalf of the Partnership. AFS believes that the
costs reimbursed are the lower of (i) actual costs incurred on behalf of the
Partnership or (ii) the amount the Partnership would be required to pay
independent parties for comparable administrative services in the same
geographic location.

2003 vs. 2002:

Revenues in 2003 decreased to $7,642,647 compared to $13,735,916 in 2002. Most
of the Partnership's revenues are generated from operating leases. These rents
have decreased as a result of 2002 and 2003 asset sales. In addition, gains on
sales of assets, which comprise a part of total revenues also decreased. The
Partnership is the liquidation phase of its life cycle. As leases mature, the
assets are returned to inventory. Most of the assets have been sold. This
reduces the amounts of equipment actually on lease and producing revenue. This
trend of decreasing operating lease revenues is expected to continue in future
periods. Gains or losses on sales of lease assets are not expected to be
consistent between periods.

Depreciation is the most significant ongoing Partnership expense. Depreciation
expense is directly related to the Partnership's investment in operating leases
and is, therefore, also directly related to the revenues generated by those
assets. The 2002 and 2003 sales that led to 2003 revenue decreases also gave
rise to the decrease in depreciation expense from $6,422,385 in 2002 to
$3,448,538 in 2003.

Interest expense has decreased as a result of scheduled debt payments and the
early repayment of $7,305,683 in 2002.

Equipment and incentive management fees are related to lease revenues. In 2003,
revenues decreased as noted above and, as a result, the management fees also
decreased from $695,721 in 2002 to $310,867 in 2003, a decrease of $384,854.

Railcar maintenance costs increased from $296,946 in 2002 to $463,732 in 2003.
The Partnership owns a fleet of railcars managed by a third party. The
maintenance related to that fleet of cars increased from $296,946 in 2002 to
$415,525 in 2003. As of December 31, 2002 and during the year then ended, a
portion of those cars were off lease. Early in 2003, the remainder of the off
lease railcars were placed on new leases as the demand for the cars had
improved. As a result of increased usage of the managed railcars in 2003, the
amounts of ongoing maintenance has also increased. In addition, the Partnership
owns other railcars that are managed directly by AFS. In 2003, maintenance costs
of $48,207 were incurred in order to place these assets on new leases and to
maintain them once on lease. The assets had previously been on net leases with
other lessees.

Impairment losses are not expected to be consistent between periods. There were
no impairment losses in 2003. The last two years in which such losses were
recorded were 2002 and 1999.

Initial direct costs are associated with the Partnership's investments in leases
and are amortized over the lives of the related leases. As the Partnership's
portfolio of leases has matured, the unamortized balances of initial direct
costs has diminished. This has led to a decrease of amortization of such costs
from $494,992 in 2002 to $35,186 in 2003. Amortization of initial direct costs
is expected to continue to decline in the future.

2002 vs. 2001:

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

Depreciation and interest are the most significant ongoing recurring Partnership
expenses. Depreciation expense is directly related to the Partnership's
investment in operating leases and is, therefore, also directly related to the
revenues generated by those assets. The 2001 and 2002 sales that led to 2002
revenue decreases also gave rise to the decrease in depreciation expense from
$8,401,319 in 2001 to $6,422,385 in 2002.



                                        8
<PAGE>

Interest expense has decreased as a result of lower average debt balances in
2002, in part due to a large principal repayment of $7,305,683 in 2002, compared
to 2001.

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

Impairment losses increased from zero in 2001 to $4,636,923 in 2002. Impairment
losses are not expected to be consistent between periods.

Management periodically reviews the carrying values of its assets on leases and
assets held for lease or sale. As a result of that review, management determined
that the value of a fleets of jumbo covered hopper cars had declined in value to
the extent that the carrying values had become impaired. This decline is the
result of decreased long-term demand for these types of assets and a
corresponding reduction in the amounts of rental payments that these assets
command currently. Management recorded a provision for the decline in value of
those assets in the amount of $4,636,923 for the year ended December 31, 2002.
There were no impairment losses in 2001.

Recent Accounting Pronouncements

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

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

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

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

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

The Partnership is required to adopt FIN 46-R at the end of the first interim or
annual reporting period ending after March 15, 2004. The adoption of the
provisions applicable to SPEs and all other variable interests obtained after
January 31, 2003 did not have a material impact on the Partnership's financial
statements. The Partnership is currently evaluating the impact of adopting FIN
46-R applicable to Non-SPEs created prior to February 1, 2003 but does not
expect a material impact.

In April 2002, the FASB issued FASB Statement No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections (Statement No. 145). Among other things, Statement No. 145 rescinds
Statement No. 4, which required that all gains and losses from extinguishment of
debt be reported as an extraordinary item. The adoption of Statement No. 145,
effective January 1, 2003, did not have any effect on the Partnership's
consolidated financial position, consolidated results of operations, or
liquidity.

Critical Accounting Policies

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



                                        9
<PAGE>

Equipment on operating leases:

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

Direct financing leases:

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

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

Direct financing leases are placed in a non-accrual status based on specifically
identified lessees. Such leases are only returned to an accrual status based on
a case by case review of AFS. Direct financing leases are charged off on
specific identification by AFS.

Use of Estimates:

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

Asset Valuation:

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

The Partnership adopted SFAS 144 as of January 1, 2002. The adoption of the
Statement did not have a significant impact on the Partnership's financial
position and results of operations.


Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

In general, the Partnership manages its exposure to interest rate risk by
obtaining fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment streams under fixed rate
lease receivables. The payments under the leases are assigned to the lenders in
satisfaction of the debt. Furthermore, the Partnership has historically been
able to maintain a stable spread between its cost of funds and lease yields in
both periods of rising and falling rates. Nevertheless, the Partnership
frequently funds leases with its floating rate revolving line of credit and is,
therefore, exposed to interest rate risk until fixed rate financing is arranged,
or the floating rate revolving line of credit is repaid. As of December 31,
2003, there were no outstanding balances on the floating rate revolving line of
credit.

To hedge its interest rate risk related to such variable rate debt, the
Partnership may enter into interest rate swaps. As of December 31, 2003, no
swaps or other derivative financial instruments were held by the Partnership.
The Partnership does not hold or issue derivative financial instruments for
speculative purposes.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Report of Independent Auditors, Financial Statements and Notes to
Financial Statements attached hereto at pages 11 through 27.



                                       10
<PAGE>

                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



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

We have audited the accompanying balance sheets of ATEL Cash Distribution Fund
VI, L.P. (Partnership) as of December 31, 2003 and 2002, and the related
statements of operations, changes in partners' capital, and cash flows for each
of the three years in the period ended December 31, 2003. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ATEL Cash Distribution Fund VI,
L.P. at December 31, 2003 and 2002, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States.

                                                          /s/ ERNST & YOUNG LLP

San Francisco, California
February 20, 2004



                                       11
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002


                                     ASSETS

                                                    2003             2002
                                                    ----             ----
Cash and cash equivalents                          $ 1,664,963        $ 861,707

Accounts receivable, net of allowance for
   doubtful accounts of $314,000 in 2003
   and $460,000 in 2002                                704,470        4,572,615

Investments in equipment and leases                 23,041,171       29,191,076
                                               ---------------- ----------------
Total assets                                       $25,410,604      $34,625,398
                                               ================ ================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                    $ 823,077      $ 4,853,239

Revolving line of credit                                     -        5,100,000

Accounts payable and accruals:
   General Partner                                      67,438           29,145
   Other                                               623,533          570,779

Accrued interest payable                                 4,056          395,555

Unearned lease income                                  109,237           69,132
                                               ---------------- ----------------
Total liabilities                                    1,627,341       11,017,850

Partners' capital:
     General Partner                                         -                -
     Limited Partners                               23,783,263       23,607,548
                                               ---------------- ----------------
Total Partners' capital                             23,783,263       23,607,548
                                               ---------------- ----------------
Total liabilities and Partners' capital            $25,410,604      $34,625,398
                                               ================ ================



                             See accompanying notes.



                                       12
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                            2003             2002              2001
Revenues:
Leasing activities:
<S>                                                        <C>              <C>              <C>
   Operating leases                                        $ 6,552,736      $11,837,377      $ 16,849,677
   Direct financing leases                                     803,886          383,338           197,224
   Gain (loss) on sales of assets                              223,468        1,439,127          (559,525)
Interest income                                                  4,485            7,432            50,520
Other                                                           58,072           68,642            11,333
                                                       ---------------- ---------------- -----------------
                                                             7,642,647       13,735,916        16,549,229

Expenses:
Depreciation of operating lease assets                       3,448,538        6,422,385         8,401,319
Cost reimbursements to General Partner                         668,922          789,052           866,915
Railcar maintenance                                            463,732          296,946           337,429
Equipment and incentive management fees to affiliates          310,867          695,721           771,498
Interest                                                       268,047        1,364,442         2,217,411
Taxes on income and franchise fees                             258,961           99,123            97,468
Other management fees                                          137,084          102,043           122,500
Professional fees                                               85,535          118,723           121,068
Outside services                                                78,632           87,155            89,069
(Recovery of) provision for doubtful accounts                  (66,000)        (401,254)          276,067
Amortization of initial direct costs                            35,186          494,992           239,885
Impairment losses                                                    -        4,636,923                 -
Other                                                          367,309          178,068           170,237
                                                       ---------------- ---------------- -----------------
                                                             6,056,813       14,884,319        13,710,866
                                                       ---------------- ---------------- -----------------
Net income (loss)                                          $ 1,585,834     $ (1,148,403)      $ 2,838,363
                                                       ================ ================ =================

Net income (loss):
   General Partner                                            $ 46,866        $ 131,640         $ 715,247
   Limited Partners                                          1,538,968       (1,280,043)        2,123,116
                                                       ---------------- ---------------- -----------------
                                                           $ 1,585,834     $ (1,148,403)      $ 2,838,363
                                                       ================ ================ =================

Net income (loss) per Limited Partnership unit                  $ 0.12          $ (0.10)           $ 0.17

Weighted average number of units outstanding                12,490,076       12,495,063        12,500,050
</TABLE>



                             See accompanying notes.


                                       13
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                        Limited Partners      General
                                                             Units           Amount           Partner           Total
<S>                                                          <C>             <C>               <C>              <C>
Balance December 31, 2000                                    12,500,050      $49,010,005       $ (472,607)      $48,537,398
Distributions to Limited Partners ($1.05 per Unit)                           (13,124,441)               -       (13,124,441)
Distributions to General Partner                                                       -         (242,640)         (242,640)
Net income                                                                     2,123,116          715,247         2,838,363
                                                        ---------------- ---------------- ---------------- -----------------
Balance December 31, 2001                                    12,500,050       38,008,680                -        38,008,680
Distributions to Limited Partners ($1.05 per Unit)                           (13,117,182)               -       (13,117,182)
Distributions to General Partner                                                       -         (131,640)         (131,640)
Limited partnership units repurchased                            (9,974)          (3,907)               -            (3,907)
Net income (loss)                                                             (1,280,043)         131,640        (1,148,403)
                                                        ---------------- ---------------- ---------------- -----------------
Balance December 31, 2002                                    12,490,076       23,607,548                -        23,607,548
Distributions to Limited Partners ($0.11 per Unit)                            (1,363,253)               -        (1,363,253)
Distributions to General Partner                                                       -          (46,866)          (46,866)
Net income                                                                     1,538,968           46,866         1,585,834
                                                        ---------------- ---------------- ---------------- -----------------
Balance December 31, 2003                                    12,490,076      $23,783,263        $       -       $23,783,263
                                                        ================ ================ ================ =================
</TABLE>


                             See accompanying notes.


                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                              2003             2002              2001
Operating activities:
<S>                                                                          <C>             <C>                <C>
Net income (loss)                                                            $ 1,585,834     $ (1,148,403)      $ 2,838,363
Adjustment to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation of operating lease assets                                    3,448,538        6,422,385         8,401,319
     Amortization of initial direct costs                                         35,186          494,992           239,885
     Impairment losses                                                                 -        4,636,923                 -
     (Recovery of) provision for doubtful accounts                               (66,000)        (401,254)          276,067
     (Gain) loss on sales of assets                                             (223,468)      (1,439,127)          559,525
     Changes in operating assets and liabilities:
         Accounts receivable                                                    (865,855)      (1,770,373)       (4,785,126)
         Accounts payable, General Partner                                        38,293         (179,542)          (55,708)
         Accounts payable, other                                                  52,754          (15,214)          254,608
         Accrued interest payable                                                131,535          622,154         1,064,450
         Unearned lease income                                                    40,105            6,119           (74,183)
                                                                         ---------------- ---------------- -----------------
Net cash provided by operating activities                                      4,176,922        7,228,660         8,719,200
                                                                         ---------------- ---------------- -----------------

Investing activities:
Proceeds from sales of assets                                                  2,560,308       18,588,007         2,511,046
Reduction of net investment in direct financing leases                           329,341           45,586           259,277
Purchases of equipment on operating leases                                                     -                -       (5,452)
                                                                         ---------------- ---------------- -----------------
Net cash provided by investing activities                                      2,889,649       18,633,593         2,764,871
                                                                         ---------------- ---------------- -----------------

Financing activities:
Repayments of borrowings under revolving line of credit                       (5,100,000)      (6,000,000)       (1,000,000)
Distributions to Limited Partners                                             (1,363,253)     (13,117,182)      (13,124,441)
Proceeds from borrowings of non-recourse debt                                    706,055                -                 -
Repayments of non-recourse debt                                                 (459,251)     (13,048,829)       (3,863,254)
Distributions to General Partner                                                 (46,866)        (131,640)         (242,640)
Borrowings under revolving line of credit                                              -        6,600,000         5,500,000
Repurchase of limited partnership units                                                -           (3,907)                -
                                                                         ---------------- ---------------- -----------------
Net cash used in financing activities                                         (6,263,315)     (25,701,558)      (12,730,335)
                                                                         ---------------- ---------------- -----------------

Net increase (decrease) in cash and cash equivalents                             803,256          160,695        (1,246,264)
Cash and cash equivalents at beginning of year                                   861,707          701,012         1,947,276
                                                                         ---------------- ---------------- -----------------
Cash and cash equivalents at end of year                                     $ 1,664,963        $ 861,707         $ 701,012
                                                                         ================ ================ =================
</TABLE>




                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                              2003             2002              2001

Supplemental disclosures of cash flow information:
<S>                                                                          <C>             <C>                <C>
Cash paid during the year for interest                                         $ 136,512        $ 742,288       $ 1,152,961
                                                                         ================ ================ =================

Schedule of non-cash transactions:

Offset of accounts receivable and debt service per lease and
   debt agreement:
     Accrued interest payable                                                 $ (523,034)      $ (989,075)     $ (1,404,335)
     Non-recourse debt                                                        (4,276,966)      (3,810,925)       (3,395,665)
                                                                         ---------------- ---------------- -----------------
                                                                            $ (4,800,000)    $ (4,800,000)     $ (4,800,000)
                                                                         ================ ================ =================

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



                             See accompanying notes.


                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


1. Organization and Partnership matters:

ATEL Cash Distribution Fund VI, L.P. (the Partnership) was formed under the laws
of the  state of  California  on June  29,  1994 for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities,  primarily in the
United States. The Partnership may continue until December 31, 2015.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 3,
1995, the Partnership commenced operations.

The General  Partner of the  Partnership is ATEL  Financial  Services LLC (AFS).
Prior to converting to a limited liability company  structure,  AFS was formerly
known as ATEL Financial  Corporation.  AFS is a wholly owned  subsidiary of ATEL
Capital Group.

The Partnership's business consists of leasing various types of equipment. As of
December  31,  2003,  the  original  terms of the leases  ranged from one to ten
years.

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

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


2. Summary of significant accounting policies:

Cash and cash equivalents:

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

Accounts receivable:

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

Equipment on operating leases:

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



                                       17
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

Direct financing leases:

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

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

Direct financing leases are placed in a non-accrual status based on specifically
identified lessees.  Such leases are only returned to an accrual status based on
a case by case  review  of AFS.  Direct  financing  leases  are  charged  off on
specific identification by AFS.

Initial direct costs:

The Partnership capitalizes initial direct costs associated with the acquisition
of lease  assets.  The  costs are  amortized  over a five  year  period  using a
straight line method.  Upon disposal of the  underlying  lease assets,  both the
initial direct costs and the associated accumulated amortization are relieved.

Income taxes:

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

The tax basis of the  Partnership's  net assets and liabilities  varies from the
amounts presented in these financial statements as of December 31 (unaudited):

                                                  2003             2002
Financial statement basis of net assets          $23,783,263      $23,607,548
Tax basis of net assets                           15,060,130       15,390,267
                                             ---------------- ----------------
Difference                                       $ 8,723,133      $ 8,217,281
                                             ================ ================

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.



                                       18
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

Income taxes (continued):

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

<TABLE>
<CAPTION>
                                                 2003             2002              2001
<S>                                             <C>             <C>                <C>
Net income (loss) per financial statements      $ 1,585,834     $ (1,148,403)      $ 2,838,363
Adjustment to depreciation expense                1,985,215        2,227,441           429,207
Other adjustments to revenues and expenses       (2,691,933)      16,402,696           811,895
Provision for losses                                      -        4,636,923                 -
Provision for doubtful accounts                     (66,000)        (401,254)          276,067
                                            ---------------- ---------------- -----------------
Net income per federal tax return                 $ 813,116      $21,717,403       $ 4,355,532
                                            ================ ================ =================
</TABLE>

Per unit data:

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

Asset valuation:

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

The  Partnership  adopted  SFAS 144 as of January 1, 2002.  The  adoption of the
Statement  did not have a  significant  impact  on the  Partnership's  financial
position and results of operations.

Credit risk:

Financial instruments that potentially subject the Partnership to concentrations
of  credit  risk  include  cash  and  cash  equivalents,  direct  finance  lease
receivables and accounts  receivable.  The Partnership  places its cash deposits
and  temporary  cash  investments  with  creditworthy,  high  quality  financial
institutions.  The concentration of such deposits and temporary cash investments
is not  deemed  to  create  a  significant  risk  to the  Partnership.  Accounts
receivable represent amounts due from lessees in various industries,  related to
equipment on operating and direct financing leases. See Note 7 for a description
of lessees by industry as of December 31, 2003, 2002 and 2001.



                                       19
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

Derivative financial instruments:

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

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

The Partnership does not utilize derivative financial instruments.

Use of estimates:

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

Basis of presentation:

The accompanying  financial  statements as of December 31, 2003 and 2002 and for
the three years ended  December 31, 2003 have been prepared in  accordance  with
accounting  principles  generally  accepted in the United States.  Certain prior
year amounts have been reclassified to conform to the current year presentation.

Recent accounting pronouncements:

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

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



                                       20
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

Recent accounting pronouncements (continued):

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

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

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

The Partnership is required to adopt FIN 46-R at the end of the first interim or
annual  reporting  period  ending  after  March 15,  2004.  The  adoption of the
provisions  applicable to SPEs and all other variable  interests  obtained after
January 31, 2003 did not have a material impact on the  Partnership's  financial
statements.  The Partnership is currently  evaluating the impact of adopting FIN
46-R  applicable  to  Non-SPEs  created  prior to  February 1, 2003 but does not
expect a material impact.

In April 2002,  the FASB  issued FASB  Statement  No.  145,  Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections (Statement No. 145). Among other things,  Statement No. 145 rescinds
Statement No. 4, which required that all gains and losses from extinguishment of
debt be reported as an  extraordinary  item.  The adoption of Statement No. 145,
effective  January  1,  2003,  did not  have  any  effect  on the  Partnership's
consolidated  financial  position,   consolidated  results  of  operations,   or
liquidity.


3. Investments in equipment and leases:

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

<TABLE>
<CAPTION>
                                                                         Depreciation /
                                                                          Amortization
                                                                          Expense or
                                                                         Amortization of     Reclassi-
                                                        December 31,     Direct Financing  fications or    December 31,
                                                             2002            Leases        Dispositions          2003

<S>                                                         <C>             <C>                <C>              <C>
Net investment in operating leases                          $21,546,403     $ (3,448,538)      $ (272,255)      $17,825,610
Net investment in direct financing leases                     4,108,968         (329,341)         (32,052)        3,747,575
Assets held for sale or lease, net of accumulated
   depreciation of $4,893,039 in 2003 and $2,759,500
   in 2002                                                    3,406,389                -       (2,032,533)        1,373,856
Residual value interests                                         34,159                -                -            34,159
Initial direct costs, net of accumulated amortization
   of $407,188 in 2003 and $798,164 in 2002                      95,157          (35,186)               -            59,971
                                                        ---------------- ---------------- ---------------- -----------------
                                                            $29,191,076     $ (3,813,065)    $ (2,336,840)      $23,041,171
                                                        ================ ================ ================ =================
</TABLE>



                                       21
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


3. Investments in equipment and leases (continued):

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

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:

                           2003             2002              2001
Depreciation expense      $ 3,448,538      $ 6,422,385       $ 8,401,319
Impairment losses                   -        4,636,923                 -
                      ---------------- ---------------- -----------------
                          $ 3,448,538      $11,059,308       $ 8,401,319
                      ================ ================ =================

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

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                   Reclassi-
                               December 31,                      fications or      December 31,
                                   2002           Additions      Dispositions          2003

<S>                               <C>                      <C>     <C>                <C>
Transportation                    $49,393,031              $ -     $ (9,625,001)      $39,768,030
Construction                       11,727,006                -         (398,262)       11,328,744
Materials handling                  8,317,703                -       (2,189,721)        6,127,982
Office automation                   1,298,837                -         (469,923)          828,914
Miscellaneous                         759,867                -         (393,664)          366,203
Manufacturing                          78,484                -          (78,484)                -
                              ---------------- ---------------- ---------------- -----------------
                                   71,574,928                -      (13,155,055)       58,419,873
Less accumulated depreciation     (50,028,525)      (3,448,538)      12,882,800       (40,594,263)
                              ---------------- ---------------- ---------------- -----------------
                                  $21,546,403     $ (3,448,538)      $ (272,255)      $17,825,610
                              ================ ================ ================ =================
</TABLE>



                                       22
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


3. Investments in equipment and leases (continued):

Direct financing leases:

As of December 31,  2003,  investment  in direct  financing  leases  consists of
railroad  locomotives  and ground  support  equipment.  As of December 31, 2002,
investment in direct financing leases consists of railroad tank cars and various
office  automation  equipment.   The  following  lists  the  components  of  the
Partnership's  investment in direct financing leases as of December 31, 2003 and
2002:

                                                  2003             2002
Total minimum lease payments receivable          $ 4,216,103      $ 5,349,330
Estimated residual values of leased equipment
   (unguaranteed)                                    151,730          183,782
                                             ---------------- ----------------
Investment in direct financing leases              4,367,833        5,533,112
Less unearned income                                (620,258)      (1,424,144)
                                             ---------------- ----------------
Net investment in direct financing leases        $ 3,747,575      $ 4,108,968
                                             ================ ================

At December 31, 2003,  the aggregate  amounts of future  minimum lease  payments
under operating and direct financing leases are as follows:

                                        Direct
     Year ending     Operating         Financing
    December 31,       Leases           Leases            Total
             2004      $ 1,770,615      $ 3,919,823       $5,690,438
             2005          637,444           98,760          736,204
             2006          343,577           98,760          442,337
             2007                -           98,760           98,760
                  ----------------- ---------------- ----------------
                        $2,751,636       $4,216,103       $6,967,739
                  ================= ================ ================


4. Non-recourse debt:

At December 31, 2003,  non-recourse  debt consists of notes payable to financial
institutions.  The notes are due in varying  monthly,  quarterly and semi-annual
payments.  Interest on the notes is at fixed rates  ranging  from 5.5% to 8.64%.
The notes are secured by assignments of lease payments and pledges of assets. At
December 31, 2003, the carrying  value of the pledged assets is $1,198,703.  The
notes mature from 2004 through 2007.

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

           Year ending
          December 31,     Principal         Interest           Total
                   2004        $ 561,869         $ 32,964        $ 594,833
                   2005           79,916           18,844           98,760
                   2006           86,868           11,892           98,760
                   2007             94,424          4,337           98,761
                        ----------------- ---------------- ----------------
                               $ 823,077         $ 68,037        $ 891,114
                        ================= ================ ================




                                       23
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


5. Related party transactions:

The  terms  of  the  Limited  Partnership  Agreement  provide  that  AFS  and/or
affiliates  are  entitled to receive  certain  fees for  equipment  acquisition,
management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by AFS in providing  administrative services to the Partnership.  Administrative
services provided include  Partnership  accounting,  investor  relations,  legal
counsel  and  lease  and  equipment  documentation.  AFS is not  reimbursed  for
services  whereby it is entitled to receive a separate fee as  compensation  for
such services,  such as acquisition and  disposition of equipment.  Reimbursable
costs  incurred by AFS are allocated to the  Partnership  based upon actual time
incurred by employees working on Partnership  business and an allocation of rent
and other costs based on utilization studies.

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

Substantially   all   employees  of  AFS  record  time  incurred  in  performing
administrative  services on behalf of all of the  Partnerships  serviced by AFS.
AFS  believes  that the  costs  reimbursed  are the  lower of (i)  actual  costs
incurred on behalf of the Partnership or (ii) the amount the  Partnership  would
be required to pay independent parties for comparable administrative services in
the same geographic location and are reimbursable in accordance with the Limited
Partnership Agreement.

Incentive  management fees are computed as 3.25% of  distributions  of cash from
operations,   as  defined  in  the  Limited  Partnership  Agreement.   Equipment
management fees are computed as 3.5% of gross revenues from operating leases, as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement.

AFS and/or affiliates earned fees,  commissions and reimbursements,  pursuant to
the Limited Partnership Agreement as follows during 2003, 2002 and 2001:

<TABLE>
<CAPTION>
                                                    2003             2002              2001

<S>                                                  <C>              <C>               <C>
Cost reimbursements to AFS                           $ 668,922        $ 789,052         $ 866,915
Incentive and equipment management fees to AFS         310,867          695,721           771,498
                                               ---------------- ---------------- -----------------
                                                     $ 979,789      $ 1,484,773       $ 1,638,413
                                               ================ ================ =================
</TABLE>




                                       24
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


6. Partners' capital:

As of December 31, 2003 and 2002,  12,490,076 Units were issued and outstanding,
including the 50 Units issued to the Initial Limited Partners. The Partnership's
registration  statement  with the  Securities  and  Exchange  Commission  became
effective  November 23,  1994.  The  Partnership  is  authorized  to issue up to
12,500,000 Units, in addition to those issued to the Initial Limited Partners.

As defined in the Limited Partnership Agreement,  the Partnership's Net Profits,
Net Losses,  and Tax Credits are to be allocated 99% to the Limited Partners and
1% to AFS. The Limited  Partnership  Agreement allows the Partnership to make an
allocation  of income to AFS in order to maintain the capital  account of AFS at
zero.  In  accordance  with the terms of the of Limited  Partnership  Agreement,
additional  allocations  of income were made to AFS in 2003,  2002 and 2001. The
amounts  allocated were determined to bring AFS's ending capital account balance
to zero.

As defined in the Limited Partnership Agreement,  available Cash from Operations
and Cash from Sales and Refinancing are to be distributed as follows:

First,  95.75% of Distributions of Cash from Operations to the Limited Partners,
1% of  Distributions of Cash from Operations to AFS and 3.25% to an affiliate of
AFS as an Incentive  Management Fee, 99% of  Distributions of Cash from Sales or
Refinancing to the Limited  Partners and 1% of Cash from Sales or Refinancing to
AFS.

Second,  the balance to the Limited  Partners  until the Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 10% per annum cumulative  (compounded daily) return
on their Adjusted Invested Capital.

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

Fourth, the balance to the Limited Partners.




                                       25
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


7. Concentration of credit risk and major customers:

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

As of December 31, 2003, 2002 and 2001 there were  concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                       2003             2002              2001
                                       ----             ----              ----
   Rail transportation                  42%              44%              33%
   Other transportation services        23%              13%               *
   Other manufacturing                  20%              21%              30%
   Municipalities                        *               15%              13%
   * Less than 10%.

During 2003, four customers comprised 19%, 11%, 10% and 10% of the Partnership's
revenues from leases.  During 2002, three customer comprised 19%, 13% and 11% of
the  Partnership's  revenues from leases.  During 2001, four customer  comprised
13%, 12%, 11% and 10% of the Partnership's revenues from leases.


8. Revolving line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$58,627,656 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants. The line of credit expires on June 28, 2004. As of December 31, 2003,
borrowings under the facility were as follows:

Amount borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited liability
   companies under the acquisition facility                          23,000,000
                                                                  --------------
Total borrowings under the acquisition facility                      23,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                  --------------
Total outstanding balance                                         $  23,000,000
                                                                  ==============

Total available under the line of credit                          $  58,627,656
Total outstanding balance                                           (23,000,000)
                                                                  --------------
Remaining availability                                            $  35,627,656
                                                                  ==============

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

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 2003.

Effective January 2004, the revolving line of credit was extended. The revolving
line of credit now  expires on June 28,  2005.  In  addition,  the total  amount
available under the revolving line of credit has been increased to $65,700,000.



                                       26
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


9. Fair value of financial instruments:

The  recorded  amounts  of the  Company's  cash and cash  equivalents,  accounts
receivable,  accounts payable and accruals at December 31, 2003 approximate fair
value because of the liquidity and short-term maturity of these instruments.

Non-recourse debt:

The  fair  value  of the  Partnership's  non-recourse  debt is  estimated  using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value of the Partnership's non-recourse debt at December 31, 2003 is $808,968.


10. Selected quarterly data (unaudited):

<TABLE>
<CAPTION>
                                                            March 31,        June 30,       September 30,    December 31,
Quarter ended                                                 2002             2002             2002             2002
                                                              ----             ----             ----             ----

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

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

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


11. Reserves, impairment losses and provisions for doubtful accounts:

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

                                          Reserve for     Allowance for
                                          losses and        doubtful
                                          impairments       accounts
         Balance December 31, 2000            $ 291,905        $ 585,187
         Charge offs                                  -          276,067
         Provision                             (103,896)               -
                                        ---------------- ----------------
         Balance December 31, 2001              188,009          861,254
         Provision                            4,636,923                -
         Recoveries                                   -         (401,254)
         Charge offs                         (4,824,932)               -
                                        ---------------- ----------------
         Balance December 31, 2002                    -          460,000
         Recoveries                                   -          (66,000)
         Charge offs                                  -          (80,000)
                                        ---------------- ----------------
         Balance December 31, 2003                  $ -        $ 314,000
                                        ================ ================



                                       27
<PAGE>

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

None.

Item 9A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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

Due to the increased scrutiny and reporting  requirements of Sarbanes-Oxley,  it
came to the  attention of the chief  executive  officer and the chief  financial
officer of the  Partnership in connection  with the audit of the Partnership for
the year ended December 31, 2003, that enhanced internal controls were needed to
facilitate a more effective closing of the Partnership's  financial  statements,
and that this would require additional skilled personnel.  To address this issue
the  Partnership  has taken steps to upgrade the accounting  staff and will take
additional steps in 2004 to add personnel to its accounting department to ensure
that the  Partnership's  ability to execute internal  controls in accounting and
reconciliation  in the closing  process  will be adequate  in all  respects.  It
should be noted that the  control  issues  affecting  the  closing  process  and
disclosure  did not  materially  affect the  accuracy  and  completeness  of the
Partnership's  financial reporting and disclosure  reflected in this report, and
the audited  financial  statements  included herein contain no  qualification or
limitation on the scope of the auditor's opinion.

Changes in internal controls

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


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

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

All of the  outstanding  capital stock of ATEL  Financial  Services LLC (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 5% by A. J. Batt and 95% by Dean Cash.

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

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

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

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

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

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



                                       28
<PAGE>

Dean L. Cash,  age 53, 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 50,  joined  ATEL in 1999 as a  director,  senior vice
president  and its  chief  financial  officer.  He  became  its  executive  vice
president  and COO in April 2001.  Prior to joining  ATEL,  Mr. Choksi was chief
financial officer at Wink  Communications,  Inc. from 1997 to 1999. From 1977 to
1997, Mr. Choksi was with Phoenix American  Incorporated,  a financial  services
and management  company,  where he held various positions during his tenure, and
was senior vice president, chief financial officer and director when he left the
company.  Mr.  Choksi was involved in all  corporate  matters at Phoenix and was
responsible  for Phoenix's  capital  market needs.  He also served on the credit
committee  overseeing  all  corporate  investments,  including its venture lease
portfolio.  Mr. Choksi was a part of the executive  management team which caused
Phoenix's  portfolio to increase  from $50 million in assets to over $2 billion.
Mr. Choksi  received a bachelor of technology  degree in mechanical  engineering
from the Indian Institute of Technology,  Bombay; and an M.B.A.  degree from the
University of California, Berkeley.

Donald E. Carpenter, age 55, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath,  certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983,  Mr.  Carpenter  was an  audit  senior  with  Deloitte,  Haskins  & Sells,
certified public accountants,  in San Jose,  California.  From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter  received a
B.S. degree in mathematics  (magna cum laude) from California State  University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 45, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the corporate and securities legal department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an M.B.A.  (Finance) in 1997 from Golden Gate University.  Mr. Morais
has been an active member of the State Bar of California since 1986.

Audit Committee

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

Code of Ethics

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


Item 11.  EXECUTIVE COMPENSATION

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

Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to AFS and its Affiliates.  The amount of such remuneration paid for the
years  ended  December  31,  2003,  2002 and 2001 is set forth in Item 8 of this
report under the caption "Financial Statements and Supplementary Data - Notes to
the Financial Statements - Related party transactions," at Note 5 thereof, which
information is hereby incorporated by reference.

Selling Commissions

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



                                       29
<PAGE>

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 5 to the  Financial  Statements  included  at Part  II,  Item 8 of this
report for amounts paid.

Incentive Management Fees

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

See Notes 5 and 6 to the Financial Statements included at Part II, Item 8 of
this report for amounts paid.

Equipment Resale Fees

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

Equipment Re-lease Fee

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

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners  and 1% to  AFS.  In  accordance  with  the  terms  of  the of  Limited
Partnership  Agreement,  additional  allocations  of income  were made to AFS in
2003,  2002 and 2001. The amounts  allocated was determined so as to bring AFS's
ending  capital  account  balance to zero at the end of each year. See financial
statements  included in Part II, Item 8 of this report for amounts  allocated to
AFS in 2003, 2002 and 2001.

                                       30
<PAGE>


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2003  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

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

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

<S>                                       <C>                              <C>                                 <C>
Limited Partnership Units                 A. J. Batt                       Initial Limited Partner Units       0.0002%
                                          600 California Street, 6th Floor 25 Units ($250)
                                          San Francisco, CA 94108          (owned by wife)

Limited Partnership Units                 Dean Cash                        Initial Limited Partner Units       0.0002%
                                          600 California Street, 6th Floor 25 Units ($250)
                                          San Francisco, CA 94108          (owned by wife)
</TABLE>

Changes in Control

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

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 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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:

                                             2003             2002
                                             ----             ----
          Audit fees                     $       35,246   $       39,093
          Audit related fees                          -                -
          Tax fees                               27,050           28,311
          Other                                       -                -
                                        ---------------- ----------------
                                               $ 62,296         $ 67,404
                                        ================ ================

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




                                       31
<PAGE>

                                     PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K

       (a)Financial Statements and Schedules

       1. Financial Statements

          Included in Part II of this report:

          Report of Independent Auditors

          Balance Sheets at December 31, 2003 and 2002

          Statements of Operations for the years ended  December 31, 2003,  2002
          and 2001

          Statements  of  Changes  in  Partners'  Capital  for the  years  ended
          December 31, 2003, 2002 and 2001

          Statements of Cash Flows for the years ended  December 31, 2003,  2002
          and 2001

          Notes to Financial Statements

       2. Financial Statement Schedules

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

       (b)Reports on Form 8-K for the fourth quarter of 2003

          None

       (c)Exhibits

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

          (14.1) Code of Ethics

          (31.1) Certification of Paritosh K. Choksi

          (31.2) Certification of Dean L. Cash

          (32.1)  Certification  Pursuant to 18 U.S.C.  section  1350 of Dean L.
          Cash

          (32.2) Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K.
          Choksi



                                       32
<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:           3/26/2004

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


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



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




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







                                       33
<PAGE>

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



        SIGNATURE                  CAPACITIES                             DATE



      /s/ Dean Cash       President, Chairman and Chief Executive      3/26/2004
-------------------------- Officer of ATEL Financial Services, LLC
        Dean Cash




 /s/ Paritosh K. Choksi   Executive Vice President and director of     3/26/2004
-------------------------- ATEL Financial Services LLC, Principal
   Paritosh K. Choksi      financial officer of registrant; principal
                           financial officer and director of ATEL
                           Financial Services, LLC




 /s/ Donald E. Carpenter  Principal accounting officer of              3/26/2004
-------------------------- registrant; principal accounting officer
   Donald E. Carpenter     of ATEL Financial Services, LLC





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

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





                                       34
<PAGE>

EXHIBIT 14.1


                               ATEL CAPITAL GROUP

  CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
                               ACCOUNTING OFFICER

A. SCOPE.

This ATEL Capital Group Code of Ethics is applicable to the ATEL Capital Group's
Chief  Executive  Officer,  Chief  Financial  Officer  and the Chief  Accounting
Officer,  or  persons  acting  in  such  capacity   (collectively  the  "Covered
Officers"),  each of whom acts in such capacity on behalf of its affiliate, ATEL
Financial  Services,  LLC, which is the general partner or manager,  as the case
may  be,  of each of the  public  limited  partnerships  and  limited  liability
companies sponsored by the Company.  ATEL Capital Group is referred to herein as
the  "Company,"  ATEL  Financial  Services,  LLC is referred to as "AFS" and the
sponsored limited  partnerships and limited liability  companies are referred to
herein as the "Funds" and each of them as a "Fund."  The board of  directors  of
ATEL Leasing Corporation ("ALC"), an affiliate of the Company that serves as the
managing member of ATEL Financial Services,  LLC, ("AFS") the manager or general
partner of each of the Funds,  is the first  board of  directors  in  management
succession for each Fund.

Accordingly,  under the Securities and Exchange  Commission's  interpretation of
its disclosure rules, the ATEL Leasing  Corporation board of directors functions
as the de facto audit committee for each Fund with respect to all procedural and
disclosure  requirements  applicable to audit  committees  under  Securities and
Exchange Commission rules. The Company's Board of Directors shall have oversight
responsibility  over the  activities of ALC's Board of Directors for purposes of
this Code of Ethics.

B. PURPOSE.

The  Company  is proud of the  values  with  which it and its  subsidiaries  and
affiliates  conduct  business.  It has and will  continue  to uphold the highest
levels of business  ethics and personal  integrity in all types of  transactions
and  interactions.  To this end, this Code of Ethics serves to (1) emphasize the
Company's  commitment to ethics and compliance with the law; (2) set forth basic
standards of ethical and legal behavior;  (3) provide  reporting  mechanisms for
known or suspected ethical or legal violations;  and (4) help prevent and detect
wrongdoing.  This Code of Ethics is  intended  to  augment  and  supplement  the
standard of ethics and business conduct expected of all Company  employees,  and
its  limitation to Covered  Officers is not intended to limit the  obligation of
all Company  employees to adhere to the highest standards of business ethics and
integrity in all transactions and interactions  conducted while in the Company's
employ.

Given the  variety and  complexity  of ethical  questions  that may arise in the
course of  business of the  Company  and its  subsidiaries,  this Code of Ethics
serves only as a rough guide.  Confronted with ethically  ambiguous  situations,
the Covered  Officers  should  remember the Company's  commitment to the highest
ethical standards and seek independent advice,  where necessary,  to ensure that
all actions they take on behalf of the Company and its  subsidiaries  honor this
commitment.

C. ETHICS STANDARDS.

1. Honest and Ethical Conduct.

The Covered  Officers shall behave  honestly and ethically at all times and with
all people.  They shall act in good faith,  with due care, and shall engage only
in fair and open  competition,  by treating  ethically  competitors,  suppliers,
customers,  and  colleagues.  They  shall  not  misrepresent  facts or engage in
illegal,  unethical, or anti-competitive  practices for personal or professional
gain.

2. Conflicts of Interest.

This fundamental  standard of honest and ethical conduct extends to the handling
of  conflicts  of  interest.  The  Covered  Officers  shall  avoid  any  actual,
potential,   or  apparent  conflicts  of  interest  with  the  Company  and  its
subsidiaries and affiliates,  including the Funds, and any personal  activities,
investments,  or associations that might give rise to such conflicts. They shall
not  compete  with or use the  Company,  any of its  subsidiaries  or a Fund for
personal gain, self-deal,  or take advantage of corporate or Fund opportunities.
They shall act on behalf of the  Company,  its  subsidiaries  and the Funds free
from  improper  influence  or the  appearance  of  improper  influence  on their
judgment or performance of duties. A Covered Officer shall disclose any material
transaction or relationship  that  reasonably  could be expected to give rise to
such a conflict to the  Company's  General  Counsel or a member of the Company's
Board of Directors.  No action may be taken with respect to such  transaction or
party  unless and until the  Company's  Board of  Directors  has  approved  such
action.



                                       35
<PAGE>

Notwithstanding  the  foregoing,  it is  understood,  as fully  disclosed in the
offering  documents for each Fund, that AFS as manager or general partner of the
Fund has certain inherent  conflicts of interest.  The provisions of each Fund's
Operating  Agreement  or  Limited  Partnership  Agreement  have been  drafted to
address the obligations, restrictions and limitations on the power and authority
of AFS to manage each Fund's  affairs,  including  restrictions  prohibiting  or
limiting the terms of any transactions in which conflicts of interest may arise.
Furthermore,  AFS has a  fiduciary  duty to each Fund as its  manager or general
partner.  It is therefore  expressly  understood  by the Company and the Covered
Officers that any and all actions by AFS and its personnel  that comply with the
provisions of a Fund's Operating Agreement or Limited Partnership Agreement,  as
the case may be, and are consistent  with AFS's fiduciary duty to the Fund, will
not  be  considered   material   transactions  or  relationships  which  require
disclosure or reporting under this Code of Ethics.

3. Timely and Truthful Disclosure.

In reports and documents  filed with or submitted to the Securities and Exchange
Commission and other  regulators by the Company,  its subsidiaries or affiliates
or a  Fund,  and  in  other  public  communications  made  by the  Company,  its
subsidiaries  or  affiliates  or  a  Fund,  the  Covered   Officers  shall  make
disclosures that are full,  fair,  accurate,  timely,  and  understandable.  The
Covered  Officers shall provide  thorough and accurate  financial and accounting
data for inclusion in such disclosures. The Covered Officers shall not knowingly
conceal or falsify  information,  misrepresent  material facts, or omit material
facts necessary to avoid misleading the Company's,  any of its  subsidiaries' or
affiliates' or a Fund's independent public auditors or investors.

4. Legal Compliance.

In conducting the business of the Company,  its  subsidiaries and affiliates and
the Funds, the Covered Officers shall comply with applicable  governmental laws,
rules,  and  regulations at all levels of government in the United States and in
any  non-U.S.  jurisdiction  in which  the  Company,  any of its  affiliates  or
subsidiaries  or  a  Fund  does  business,  as  well  as  applicable  rules  and
regulations of  self-regulatory  organizations of which the Company,  any of its
affiliates  or  subsidiaries  or a Fund is a member.  If the Covered  Officer is
unsure  whether a particular  action would violate an applicable  law,  rule, or
regulation,  he or she should seek the advice of inside counsel (if  available),
and, where necessary, outside counsel before undertaking it.

D. VIOLATIONS OF ETHICAL STANDARDS.

1. Reporting Known or Suspected Violations.

The Covered  Officers  will  promptly  bring to the  attention of the  Company's
General Counsel or the Board of Directors any information  concerning a material
violation of any of the laws, rules or regulations applicable to the Company and
the  operation of its  businesses,  by the Company or any agent  thereof,  or of
violation of this Code of Ethics. The Company's General Counsel will investigate
reports of violations and the findings  communicated  to the Company's  Board of
Directors.

2. Accountability for Violations.

If the Company's Board of Directors determines that this Code of Ethics has been
violated,  either directly, by failure to report a violation,  or by withholding
information  related to a violation,  it may  discipline  the offending  Covered
Officer for  non-compliance  with  penalties up to and including  termination of
employment.  Violations of this Code of Ethics may also constitute violations of
law and may result in criminal penalties and civil liabilities for the offending
Covered Officer and the Company, its subsidiaries, affiliates or a Fund.







                                       36
<PAGE>

Exhibit 31.1
                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:        3/26/2004

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


                                       37
<PAGE>

Exhibit 31.2
                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:        3/26/2004

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


                                       38
<PAGE>

Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual report on Form 10K of ATEL Cash  Distribution Fund
VI, LP, (the "Partnership") for the period ended December 31, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

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

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

Date:        3/26/2004



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



                                       39
<PAGE>

Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual report on Form 10K of ATEL Cash  Distribution Fund
VI, LP, (the "Partnership") for the period ended December 31, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

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

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

Date:        3/26/2004



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





                                       40
<PAGE>