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, 2001
                                       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.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (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 |_|

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

                       DOCUMENTS INCORPORATED BY REFERENCE

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



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|





                                       1
<PAGE>

                                     PART I

Item 1:  BUSINESS

General Development of Business

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

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

The Partnership's  principal objectives are to invest in a diversified portfolio
of  equipment  which 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,  ending December 31, 2002 and (iii)
provide  significant  distributions  following the reinvestment period and until
all  equipment  has been  sold.  The  Partnership  is  governed  by its  Limited
Partnership Agreement.

Narrative Description of Business

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

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

As of December 31, 2001, the  Partnership  had purchased  equipment with a total
acquisition price of $208,275,158.

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



                                       2
<PAGE>

ATEL will seek to limit the amount invested in equipment to any single lessee to
not more than 20% of the aggregate purchase price of equipment owned at any time
during the reinvestment period.

During 2001, 2000 and 1999,  certain lessees generated  significant  portions of
the Partnership's total lease revenues as follows:

<TABLE>
<CAPTION>
                                                                               2001             2000             1999
                                                                               ----             ----             ----
         Lessee                         Type of Equipment
<S>                                     <C>                                     <C>              <C>              <C>
Consolidated Rail Corporation           Locomotives & intermodal
                                        containers                              13%               *               11%
National Steel Corporation              Steel manufacturing                     12%               *                *
Daimler Chrysler Corporation            Automobile manufacturing                11%               *                *
Tarmac America                          Construction                            10%               *                *
NEC Electronics                         Semiconductor manufacturing              *               18%              13%
</TABLE>
*  Less than 10%

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 which vary widely depending on the
lease term and type of  equipment.  The ability of the  Partnership  to keep the
equipment leased and/or operating and the terms of the acquisitions,  leases and
dispositions  of equipment  depends on various factors (many of which are not in
the control of ATEL or the  Partnership),  such as general economic  conditions,
including the effects of inflation or recession,  and fluctuations in supply and
demand for various  types of  equipment  resulting  from,  among  other  things,
technological and economic obsolescence.

The business of the Partnership is not seasonal.

The Partnership has no full time employees.

Equipment Leasing Activities

Through December 31, 2001, the Partnership has disposed of certain leased assets
as set forth below:

<TABLE>
<CAPTION>
                                 Original
                               Equipment Cost,                         Excess of
        Type of                  Excluding                             Rents Over
       Equipment              Acquisition Fees      Sales Price        Expenses *
       ---------              ----------------      -----------        ----------
<S>                             <C>                   <C>                <C>
Manufacturing                   $32,373,226           $ 7,856,010        $26,807,581
Office automation                13,845,760             1,671,685         13,780,943
Railcars and locomotives         13,388,161            11,269,814          7,919,319
Transportation                   11,425,260             4,660,983          9,911,722
Mining                            6,388,907             1,455,712          6,489,993
Materials handling                4,614,716               761,648          5,021,539
Construction                      2,256,495               485,592          2,523,010
Other                             2,151,474               404,813          1,746,679
Containers                          375,471               334,853            212,271
                           -----------------      ----------------   ----------------
                                $86,819,470           $28,901,110        $74,413,057
                           =================      ================   ================
</TABLE>

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



                                       3
<PAGE>

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, 2001 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>
<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 & gas                                                     16,535,633                             7.94%
Communications                                                 5,282,291                             2.54%
Other                                                          6,182,198                             2.96%
                                                         ----------------                  ----------------
                                                            $208,275,158                           100.00%
                                                         ================                  ================
</TABLE>

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2001,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  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

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.



                                       4
<PAGE>

Quaker Coal Company:

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

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The  Partnership  succeeded in securing the return of its  equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

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

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating  trustee  in the  amount  of $1.2  million  in  satisfaction  of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.

Elkay Mining Company:

On December  17,  1999,  Elkay  Mining  Company,  a  subsidiary  of The Pittston
Company, filed a suit for declaratory relief in response to a notice of event of
default sent by the  Partnership.  The dispute  surrounds  the  treatment by the
lessee of a defect in the leased  equipment,  and the lessee's failure to notify
that lessor of the defect in the equipment.  All lease payments under that lease
were made in a timely  manner,  and the equipment was returned and liquidated by
the  Partnership  for  $112,501.04,  which is  approximately  6% of the original
equipment cost. The Partnership  believes that it has suffered  damages and loss
as a  result  of  actions  of the  lessee,  in the  amount  of  $773,402,  which
represents the difference in the proceeds  netted from the sale of the equipment
and the liquidated  damages due under the lease.  This matter has been litigated
and the parties are awaiting decision from the Court.

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



                                       5
<PAGE>

Applied Magnetics Corporation:

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

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

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


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 which have been
imposed under the securities  laws of certain  states.  However,  as a result of
such restrictions, the size of the Partnership and its investment objectives, to
the General Partner's knowledge,  no established public secondary trading market
has developed and it is unlikely  that a public  trading  market will develop in
the future.

Holders

As of December 31, 2001, a total of 6,553 investors were record holders of Units
in 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.

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.



                                       6
<PAGE>

The rate for monthly  distributions  from 2000  operations was $0.0875 per Unit.
The  distributions  were paid in  February  2000  through  December  2000 and in
January 2001. For each quarterly  distribution  (paid in April, July and October
2000 and in January 2001) the rate was $0.2625 per Unit. Distributions were from
2000 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

The rate for monthly  distributions  from 1999  operations was $0.0875 per Unit.
The  distributions  were paid in  February  1999  through  December  1999 and in
January 2000. For each quarterly  distribution  (paid in April, July and October
1999 and in January 2000) the rate was $0.2625 per Unit. Distributions were from
1999 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

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

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

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

<TABLE>
<CAPTION>
                                              2001            2000             1999             1998             1997
                                              ----            ----             ----             ----             ----
<S>                                               <C>             <C>             <C>               <C>             <C>
Distributions of net income (loss)                $ 0.17          $ 0.76          $ (0.07)          $ 0.06          $ (0.18)
Return of investment                                0.88            0.30             1.11             0.94             1.18
                                        ----------------- --------------- ---------------- ---------------- ----------------
Distributions per unit                              1.05            1.06             1.04             1.00             1.00
Differences due to timing of
   distributions                                       -           (0.01)            0.01                -                -
                                        ----------------- --------------- ---------------- ---------------- ----------------
Nominal distribution rates from above             $ 1.05          $ 1.05           $ 1.05           $ 1.00           $ 1.00
                                        ================= =============== ================ ================ ================
</TABLE>




                                       7
<PAGE>

Item 6.  SELECTED FINANCIAL DATA

The following  table  presents  selected  financial  data of the  Partnership at
December 31, 2001, 2000, 1999, 1998 and 1997. This financial data should be read
in  conjunction  with the financial  statements and related notes included under
Part II Item 8.

<TABLE>
<CAPTION>
                                              2001            2000             1999             1998             1997
                                              ----            ----             ----             ----             ----
<S>                                          <C>             <C>              <C>              <C>              <C>
Gross revenues                               $16,549,229     $27,796,597      $34,400,228      $36,149,061      $36,485,165

Net income (loss)                            $ 2,838,363     $ 9,533,716       $ (906,676)       $ 710,923     $ (2,297,964)

Weighted average Units                        12,500,050      12,500,050       12,500,050       12,500,050       12,500,050

Net income (loss) allocated to
   Limited Partners                          $ 2,123,116     $ 9,438,379       $ (897,609)       $ 703,814     $ (2,274,984)

Net income (loss) per Unit, based on
   weighted average Units
   outstanding                                    $ 0.17          $ 0.76          $ (0.07)          $ 0.06          $ (0.18)

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

Total Assets                                 $65,841,842     $79,350,099     $110,704,998     $140,096,180     $170,290,581

Non-recourse Debt                            $21,712,993     $28,971,912      $46,490,585      $65,164,309      $77,647,591

Total Partners' Capital                      $38,008,680     $48,537,398      $52,207,752      $66,322,437      $78,274,435
</TABLE>


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

Capital Resources and Liquidity

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

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

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



                                       8
<PAGE>

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on April 12, 2002.  The General  Partner is currently  negotiating a new
line of credit and  anticipates  that the current  line of credit will either be
replaced upon its expiration or that the current line of credit will be extended
until the new one is finalized.  As of December 31, 2001,  borrowings  under the
facility were as follows:
<TABLE>
<CAPTION>

<S>                                                                                               <C>
Amount  borrowed by the Partnership under the acquisition facility                                $    4,500,000
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                               13,100,000
                                                                                                 ----------------
Total borrowings under the acquisition facility                                                       17,600,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility *     10,999,501
                                                                                                 ----------------
Total outstanding balance                                                                         $  28,599,501
                                                                                                 ================

Total available under the line of credit                                                          $  62,000,000
Total outstanding balance                                                                            (28,599,501)
                                                                                                 ----------------
Remaining availability                                                                            $  33,400,499
                                                                                                 ================
</TABLE>

*  (Unaudited)  The  carrying  value of the  assets  pledged as  collateral  and
financed at December 31, 2001 was $17,955,014.

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

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest),  the payment of management and acquisition fees to ATEL and providing
for cash  distributions  to the Limited  Partners.  At December  31,  2001,  the
Partnership had no commitments to purchase lease assets.

As of December 31, 2001, cash balances  consisted of working capital and amounts
reserved for distributions in January 2002, generated from operations in 2001.

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

As  of  December  31,  2001,  the  Partnership  had  borrowed   $100,521,405  of
non-recourse debt. The remaining unpaid balance as of that date was $21,712,993.

The  Partnership's  long-term  borrowings  are  generally  non-recourse  to  the
Partnership,  that is, the only  recourse of the lender is to the  equipment  or
corresponding lease acquired with the loan proceeds. ATEL expects that aggregate
borrowings in the future will be  approximately  40%-50% of aggregate  equipment
cost. In any event, the Agreement of Limited  Partnership limits such borrowings
to 50% of the total cost of equipment,  in aggregate.  The  Partnership may only
incur  additional  debt to the extent that the then  outstanding  balance of all
such debt,  including the additional  debt,  does not exceed 50% of the original
cost of the lease  assets  then  owned by the  Partnership,  including  any such
assets purchased with the proceeds of such additional debt.



                                       9
<PAGE>

See Note 4 to the financial  statements  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

          2001 vs. 2000:

In 2001 and 2000,  the  Partnership's  primary source of cash was the rents from
operating leases. Cash flows from operations  decreased from $15,929,861 in 2000
to  $8,520,901  in 2001, a decrease of  $7,408,960.  The decrease  resulted from
decreased operating lease rents.

In 2001 and  2000,  sources  of cash  from  investing  activities  consisted  of
proceeds from sales of lease assets and cash flows from direct financing leases.
The cash flows from direct financing leases decreased  slightly from $269,437 in
2000 to $259,277 in 2001.  Proceeds from asset sales decreased from  $18,083,829
in 2000 to  $2,709,345  in 2001.  Proceeds  from  sales of lease  assets are not
expected to be consistent from one year to another.

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

          2000 vs. 1999:

In 2000 and 1999,  the  Partnership's  primary source of cash was the rents from
operating leases. Cash flows from operations  decreased from $23,773,594 in 1999
to  $15,929,861 in 2000, a decrease of  $7,843,733.  The decrease  resulted from
decreased operating lease rents.

In 2000,  sources of cash from investing  activities  consisted of proceeds from
sales of lease  assets and cash flows from  direct  financing  leases.  The cash
flows from direct financing  leases increased  slightly from $255,610 in 1999 to
$269,437 in 2000. Proceeds from asset sales increased from $1,802,696 in 1999 to
$18,083,829 in 2000.  Proceeds from sales of lease assets are not expected to be
consistent from one year to another.

In 2000,  there were no financing  sources of cash. In 1999,  the only source of
cash  from  financing  activities  was  borrowings  under  the  line of  credit.
Distributions  to the Limited  Partners  increased as a result of an increase in
the per Unit  distribution  rate effective with  distributions  made starting in
February  1999 (see Item 5 of this  report).  Repayments  of  non-recourse  debt
decreased  (from  $15,977,760  in 1999 to  $11,172,244  in 2000) as a result  of
scheduled debt payments.



                                       10
<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).

          2001 vs. 2000:

Revenues in 2001 decreased to $16,549,229  compared to $27,796,597 in 2000. Most
of the Partnership's  revenues are generated from operating leases.  These rents
have decreased as a result of 2000 and 2001 asset sales.

Depreciation and interest are the most significant ongoing Partnership expenses.
Depreciation  expense is directly  related to the  Partnership's  investment  in
operating  leases and is,  therefore,  also  directly  related  to the  revenues
generated  by those  assets.  The 2000 and 2001 sales which led to 2001  revenue
decreases  also  gave  rise  to  the  decrease  in  depreciation   expense  from
$15,540,231 in 2000 to $8,401,319 in 2001.

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

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

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

          2000 vs. 1999:

Revenues in 2000 decreased to $27,796,597  compared to $34,400,228 in 1999. Most
of the Partnership's  revenues are generated from operating leases.  These rents
have decreased as a result of 1999 and 2000 asset sales.

Depreciation and interest are the most significant ongoing Partnership expenses.
Depreciation  expense is directly  related to the  Partnership's  investment  in
operating  leases and is,  therefore,  also  directly  related  to the  revenues
generated  by those  assets.  The 1999 and 2000 sales which led to 2000  revenue
decreases  also  gave  rise  to  the  decrease  in  depreciation   expense  from
$22,002,111 in 1999 to $15,540,231 in 2000.

In 1999, Applied Magnetics,  one of the Partnership's lessees,  defaulted on its
lease  obligations to the Partnership.  In 1999, a provision for lease losses of
$5,113,290  was  provided  in  relation  to this  lessee.  The assets  under the
operating   leases  with  Applied   Magnetics   were  financed   primarily  with
non-recourse  debt. The balance of the debt was $3,320,774 at December 31, 1999.
Upon the  foreclosure  by the  lender in 2000,  the  Partnership  recognized  an
extraordinary gain on extinguishment of debt in the amount of the unpaid debt.

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

Equipment  management  fees are  related to lease  revenues.  In 2000,  revenues
decreased as noted above and, as a result,  the  management  fees also decreased
from $959,511 in 1999 to $569,141 in 2000, a decrease of $390,370.

Recent accounting pronouncement:

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




                                       11
<PAGE>

Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate line of credit is repaid.  As of  December  31,  2001,  there was
$4,500,000  outstanding  on the floating  rate line of credit and the  effective
interest rates of the borrowings ranged from 3.92% to 3.93%.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 2001,  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 13 through 27.



                                       12
<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,  2001 and 2000,  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,  2001.  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, 2001 and 2000,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

                                                           /s/ ERNST & YOUNG LLP

San Francisco, California
February 1, 2002


                                       13
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2001 AND 2000


                                     ASSETS

                                                    2001             2000
                                                    ----             ----
Cash and cash equivalents                            $ 701,012      $ 1,947,276

Accounts receivable, net of allowance for
   doubtful  accounts of $861,253 in 2001
   and $585,186 in 2000                              7,200,988        7,595,825

Investments in equipment and leases                 57,939,842       69,806,998
                                               ---------------- ----------------
Total assets                                       $65,841,842      $79,350,099
                                               ================ ================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $21,712,993      $28,971,912

Line of credit                                       4,500,000               -

Accounts payable and accruals:
   General Partner                                     208,687          264,395
   Equipment purchases                                       -            5,452
   Other                                               585,993          331,385

Accrued interest payable                               762,476        1,102,361

Unearned lease income                                   63,013          137,196
                                               ---------------- ----------------
                                                    27,833,162       30,812,701

Partners' capital (deficit):
     General Partner                                         -         (472,607)
     Limited Partners                               38,008,680       49,010,005
                                               ---------------- ----------------
Total partners' capital                             38,008,680       48,537,398
                                               ---------------- ----------------
Total liabilities and partners' capital            $65,841,842      $79,350,099
                                               ================ ================



                             See accompanying notes.



                                       14
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                               2001             2000             1999
                                                                               ----             ----             ----
Revenues:
Leasing activities:
<S>                                                                           <C>              <C>              <C>
   Operating leases                                                           $16,849,677      $23,443,137      $33,987,395
   Direct financing leases                                                        197,224           86,858          111,799
   (Loss) gain on sales of assets                                                (559,525)       4,039,545           262,067
Interest income                                                                    50,520          196,627            10,231
Other                                                                              11,333           30,430           28,736
                                                                          ---------------- ---------------- ----------------
                                                                               16,549,229       27,796,597       34,400,228

Expenses:
Depreciation and amortization                                                   8,641,204       16,127,857       22,710,097
Interest                                                                        2,217,411        3,151,691        4,783,105
Cost reimbursements to General Partner                                            866,915          508,653          397,125
Other                                                                             816,703          750,309          776,273
Equipment and incentive management fees to affiliates                             771,498          963,332        1,178,105
Provision for doubtful accounts                                                   276,067                -          282,991
Professional fees                                                                 121,068           81,813           65,918
Provision for losses and impairments                                                    -                -        5,113,290
                                                                          ---------------- ---------------- ----------------
                                                                               13,710,866       21,583,655       35,306,904
                                                                          ---------------- ---------------- ----------------
Income (loss) before extraordinary item                                         2,838,363        6,212,942         (906,676)
Extraordinary gain on early extinguishment of debt                                      -        3,320,774                -
                                                                          ---------------- ---------------- ----------------
Net income (loss)                                                             $ 2,838,363      $ 9,533,716       $ (906,676)
                                                                          ================ ================ ================

Net income (loss):
   General Partner                                                              $ 715,247         $ 95,337          $ (9,067)
   Limited Partners                                                             2,123,116        9,438,379          (897,609)
                                                                          ---------------- ---------------- ----------------
                                                                              $ 2,838,363      $ 9,533,716        $ (906,676)
                                                                          ================ ================ ================

Income (loss) before extraordinary item per Limited Partnership unit               $ 0.17           $ 0.50          $ (0.07)
Extraordinary gain on early extinguishment of debt
   per Limited Partnership unit                                                         -             0.26                -
                                                                          ---------------- ---------------- ----------------
Net income (loss) per Limited Partnership unit                                     $ 0.17           $ 0.76          $ (0.07)
                                                                          ================ ================ ================


Weighted average number of units outstanding                                   12,500,050       12,500,050       12,500,050
</TABLE>



                             See accompanying notes.


                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                         Limited Partners      General
                                                              Units           Amount           Partner           Total
<S>              <C> <C>                                      <C>             <C>               <C>             <C>
Balance December 31, 1998                                     12,500,050      $66,731,619       $ (409,182)     $66,322,437
Distributions to limited partners ($1.04 per Unit)                            (13,058,314)               -      (13,058,314)
Distributions to General Partner                                                        -         (149,695)        (149,695)
Net income                                                                       (897,609)          (9,067)        (906,676)
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 1999                                     12,500,050       52,775,696         (567,944)      52,207,752
Distributions to limited partners ($1.06 per Unit)                            (13,204,070)               -      (13,204,070)
Net loss                                                                        9,438,379           95,337        9,533,716
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 2000                                     12,500,050       49,010,005         (472,607)      48,537,398
Distributions to limited partners ($1.05 per Unit)                            (13,124,441)               -      (13,124,441)
Distributions to General Partner                                                        -         (242,640)        (242,640)
Net income                                                                      2,123,116          715,247        2,838,363
                                                         ---------------- ---------------- ---------------- ----------------
Balance December 31, 2001                                     12,500,050      $38,008,680              $ -      $38,008,680
                                                         ================ ================ ================ ================
</TABLE>


                             See accompanying notes.


                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                               2001             2000             1999
                                                                               ----             ----             ----
Operating activities:
<S>                                                                           <C>              <C>               <C>
Net income (loss)                                                             $ 2,838,363      $ 9,533,716       $ (906,676)
Adjustment to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                              8,641,204       16,127,857       22,710,097
     Provision for doubtful accounts                                              276,067                -          282,991
     Provision for losses and impairments                                               -                -        5,113,290
     Loss (gain) on sales of assets                                               559,525       (4,039,545)        (262,067)
     Extraordinary gain on early extinguishment of debt                                 -       (3,320,774)               -
     Changes in operating assets and liabilities:
         Accounts receivable                                                   (4,785,126)      (2,329,866)      (5,665,104)
         Accounts payable, General Partner                                        (55,708)        (812,362)         905,707
         Accounts payable, other                                                  254,608         (262,477)         (10,906)
         Accrued interest payable                                               1,064,450        1,325,602        1,379,696
         Unearned lease income                                                    (74,183)        (292,290)         226,566
                                                                          ---------------- ---------------- ----------------
Net cash provided by operating activities                                       8,719,200       15,929,861       23,773,594
                                                                          ---------------- ---------------- ----------------

Investing activities:
Proceeds from sales of assets                                                   2,511,046       18,083,829        1,802,696
Reduction of net investment in direct financing leases                            259,277          269,437          255,610
Purchases of equipment on operating leases                                         (5,452)               -         (249,800)
                                                                          ---------------- ---------------- ----------------
Net cash provided by investing activities                                       2,764,871       18,353,266        1,808,506
                                                                          ---------------- ---------------- ----------------

Financing activities:
Repayments of non-recourse debt                                                (3,863,254)     (11,172,244)     (15,977,760)
Distributions to Limited Partners                                             (13,124,441)     (13,204,070)     (13,058,314)
Repayments of borrowings under line of credit                                  (1,000,000)      (8,350,000)               -
Borrowings under line of credit                                                 5,500,000                -        3,250,000
Distributions to General Partner                                                 (242,640)               -         (149,695)
                                                                          ---------------- ---------------- ----------------
Net cash used in financing activities                                         (12,730,335)     (32,726,314)     (25,935,769)
                                                                          ---------------- ---------------- ----------------

Net (decrease) increase in cash and cash equivalents                           (1,246,264)       1,556,813         (353,669)
Cash and cash equivalents at beginning of year                                  1,947,276          390,463          744,132
                                                                          ---------------- ---------------- ----------------
Cash and cash equivalents at end of year                                        $ 701,012      $ 1,947,276        $ 390,463
                                                                          ================ ================ ================
</TABLE>




                                       17
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                               2001             2000             1999
                                                                               ----             ----             ----

Supplemental disclosures of cash flow information:
<S>                                                                           <C>              <C>               <C>
Cash paid during the year for interest                                        $ 1,152,961      $ 1,826,089      $ 3,403,409
                                                                          ================ ================ ================

Schedule of non-cash transactions:

Offset of accounts receivable and debt service per lease and debt agreement:
Accrued interest payable                                                     $ (1,404,335)    $ (1,774,345)    $ (2,104,036)
Non-recourse debt                                                              (3,395,665)      (3,025,655)      (2,695,964)
                                                                          ---------------- ---------------- ----------------
Accounts receivable                                                          $ (4,800,000)    $ (4,800,000)    $ (4,800,000)
                                                                          ================ ================ ================

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






                             See accompanying notes.


                                       18
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


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.

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

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

The Partnership's business consists of leasing various types of equipment. As of
December 31, 2001,  the  original  terms of the leases  ranged from one month to
twenty years.

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


2.  Summary of significant accounting policies:

Equipment on operating leases:

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

Revenues  from  operating  leases are  recognized  evenly  over the lives of the
related leases.

Direct financing leases:

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

Statements of cash flows:

For purposes of the Statements of Cash Flows, cash and cash equivalents  include
cash in banks and cash equivalent investments with original maturities of ninety
days or less.





                                       19
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


2.  Summary of significant accounting policies (continued):

Income taxes:

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

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

                                                 2001             2000
                                                 ----             ----
Financial statement basis of net assets         $38,008,680      $48,537,398
Tax basis of net assets                           6,482,117       15,493,667
                                            ---------------- ----------------
Difference                                      $31,526,563      $33,043,731
                                            ================ ================

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 syndication costs and differences  between the depreciation  methods used in
the financial statements and the Partnership's tax returns.

The  following  reconciles  the net income  (loss)  reported in these  financial
statements  to  the  loss  reported  on the  Partnership's  federal  tax  return
(unaudited):

<TABLE>
<CAPTION>
                                                2001             2000             1999
                                                ----             ----             ----
<S>                                            <C>              <C>               <C>
Net income (loss) per financial statements     $ 2,838,363      $ 9,533,716       $ (906,676)
Adjustment to depreciation expense                 429,207         (701,135)      (1,309,581)
Other adjustments to revenues and expenses         811,895        6,359,698          371,417
Provision for losses and impairments                     -                -        5,113,290
Provision for doubtful accounts                    276,067                -          282,991
                                           ---------------- ---------------- ----------------
Net income (loss) per federal tax return       $ 4,355,532      $15,192,279      $ 3,551,441
                                           ================ ================ ================
</TABLE>

Per unit data:

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

Credit risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations  of credit risk  include cash and cash  equivalents  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, 2001, 2000 and 1999.



                                       20
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


2.  Summary of significant accounting policies (continued):

Basis of presentation:

The accompanying  financial  statements as of December 31, 2001 and 2000 and for
the three years ended  December 31, 2001 have been prepared in  accordance  with
accounting  principles  generally  accepted in the United States.  Certain prior
year amounts have been reclassified to conform to the current year presentation.

Use of estimates:

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

Reserve for losses and impairments:

The  Partnership  maintains a reserve on its investments in equipment and leases
for losses and impairments which are inherent in the portfolio as of the balance
sheet dates. The General  Partner's  evaluation of the adequacy of the allowance
is a judgmental  estimate that is based on a review of individual  leases,  past
loss  experience  and other  factors.  While the General  Partner  believes  the
allowance is adequate to cover known losses, it is reasonably  possible that the
allowance may change in the near term.  However,  such change is not expected to
have a material effect on the financial  position or future operating results of
the Partnership.  It is the Partnership's policy to charge off amounts which, in
the opinion of the General  Partner,  are not  recoverable  from  lessees or the
disposition of the collateral. See Note 10.

Recent accounting pronouncement:

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





                                       21
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


3.  Investments in equipment and leases:

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

<TABLE>
<CAPTION>
                                                                           Depreciation
                                                                            Expense or        Reclass-
                                                         December 31,      Amortization     ifications or   December 31,
                                                              2000           of Leases      Dispositions         2001
                                                              ----           ---------      ------------         ----
<S>                                                          <C>             <C>              <C>               <C>
Net investment in operating leases                           $66,838,736     $ (8,401,319)    $ (2,989,907)     $55,447,510
Net investment in direct financing leases                      1,019,935         (259,277)         160,885          921,543
Assets held for sale or lease                                    953,554                -          180,934        1,134,488
Residual value interests                                         379,551                -         (345,390)          34,161
Reserve for losses and impairments                              (291,905)               -          103,896         (188,009)
Initial direct costs, net of accumulated amortization
   of $1,535,327 in 2001 and $2,046,198 in 2000                  907,127         (239,885)         (77,093)         590,149
                                                         ---------------- ---------------- ---------------- ----------------
                                                             $69,806,998     $ (8,900,481)    $ (2,966,675)     $57,939,842
                                                         ================ ================ ================ ================
</TABLE>

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                  Reclass-
                              December 31,                      ifications or    December 31,
                                  2000           Additions      Dispositions         2001
                                  ----           ---------      ------------         ----
<S>                              <C>                      <C>     <C>               <C>
Transportation                   $85,622,871              $ -     $ (2,698,778)     $82,924,093
Construction                      21,133,558                -       (1,178,462)      19,955,096
Materials handling                16,923,148                -       (6,860,784)      10,062,364
Office automation                  2,658,730                -       (1,155,005)       1,503,725
Miscellaneous                      1,088,706                -          (46,503)       1,042,203
Manufacturing                        409,385                -         (120,617)         288,768
                             ---------------- ---------------- ---------------- ----------------
                                 127,836,398                -      (12,060,149)     115,776,249
Less accumulated depreciation    (60,997,662)      (8,401,319)       9,070,242      (60,328,739)
                             ---------------- ---------------- ---------------- ----------------
                                 $66,838,736     $ (8,401,319)    $ (2,989,907)     $55,447,510
                             ================ ================ ================ ================
</TABLE>




                                       22
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


3.  Investments in equipment and leases (continued):

Direct financing leases:

As of December 31, 2001 and 2000, 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, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                 2001             2000
                                                                 ----             ----
<S>                                                             <C>              <C>
Total minimum lease payments receivable                         $ 1,015,735      $ 1,157,825
Estimated residual values of leased equipment (unguaranteed)        200,683          187,832
                                                            ---------------- ----------------
Investment in direct financing leases                             1,216,418        1,345,657
Less unearned income                                               (294,875)        (325,722)
                                                            ---------------- ----------------
Net investment in direct financing leases                         $ 921,543      $ 1,019,935
                                                            ================ ================
</TABLE>

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

At December 31, 2001,  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
          ------------       ------          ------            -----
                   2002      $ 8,557,470       $ 426,745       $8,984,215
                   2003        3,616,340         182,355        3,798,695
                   2004        2,905,622         110,355        3,015,977
                   2005        2,702,747          98,760        2,801,507
                   2006        1,624,797          98,760        1,723,557
             Thereafter       10,520,601          98,760       10,619,361
                        ----------------- --------------- ----------------
                             $29,927,577      $1,015,735      $30,943,312
                        ================= =============== ================

Reserves for losses and impairments and allowance for doubtful accounts:

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

                                          Allowance for    Allowance for
                                          reserves and       doubtful
                                           impairments       accounts
          Balance December 31,1998             $ 785,086              $ -
          Provision                            5,113,290          282,991
                                         ---------------- ----------------
          Balance December 31,1999             5,898,376          282,991
          Reclassifications                     (302,195)         302,195
          Charge offs                         (5,304,276)               -
                                         ---------------- ----------------
          Balance December 31,2000               291,905          585,186
          Provision                                    -          276,067
          Charge offs                           (103,896)               -
                                         ---------------- ----------------
          Balance December 31,2001             $ 188,009        $ 861,253
                                         ================ ================


                                       23
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


4.  Non-recourse debt:

At December 31, 2001,  non-recourse  debt consists of notes payable to financial
institutions.  The notes are due in varying  monthly,  quarterly and semi-annual
payments.  Interest  on the notes is at fixed  rates from  6.37% to 12.22%.  The
notes are secured by  assignments  of lease  payments and pledges of assets.  At
December 31, 2001, the carrying value of the pledged assets is $26,931,167.  The
notes mature from 2002 through 2016.

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

            Year ending
           December 31,     Principal        Interest           Total
                    2002      $ 5,743,147     $ 1,826,594      $ 7,569,741
                    2003        5,486,383       1,237,053        6,723,436
                    2004          821,505         633,381        1,454,886
                    2005          476,034         591,844        1,067,878
                    2006          679,762         548,359        1,228,121
              Thereafter        8,506,162       2,493,684       10,999,846
                         ----------------- --------------- ----------------
                              $21,712,993     $ 7,330,915      $29,043,908
                         ================= =============== ================


5.  Related party transactions:

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

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

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


                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


5.  Related party transactions (continued):

ATEL and/or affiliates earned fees, commissions and reimbursements,  pursuant to
the Limited Partnership Agreement as follows during 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                     2001             2000             1999
                                                                                     ----             ----             ----
<S>                                                                                   <C>              <C>              <C>
Cost reimbursements to ATEL                                                           $ 866,915        $ 508,653        $ 397,125

Incentive  management  fees  (computed  as 3.25% of  distributions  of cash from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% of gross revenues from operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement)                         771,498          963,332        1,178,105
                                                                                ---------------- ---------------- ----------------
                                                                                    $ 1,638,413      $ 1,471,985      $ 1,575,230
                                                                                ================ ================ ================
</TABLE>


6.  Partners' capital:

As of December 31, 2001 and 2000,  12,500,050 Units were issued and outstanding,
including the 50 Units issued to the Initial Limited Partners. The Partnership's
registration  statement  with the  Securities  and  Exchange  Commission  became
effective  November 23,  1994.  The  Partnership  is  authorized  to issue up to
12,500,000 Units, in addition to those issued to the Initial Limited Partners.

The Partnership's Net Profits,  Net Losses,  and Tax Credits are to be allocated
99% to the Limited  Partners and 1% to the General  Partner.  In accordance with
the terms of the of Limited Partnership  Agreement,  an additional allocation of
income  was made to the  General  Partner  in 2001.  The  amount  allocated  was
determined so as to bring the General  Partner's  ending capital account balance
to zero.

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

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

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

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

Fourth, the balance to the Limited Partners.




                                       24
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


7.  Concentration of credit risk and major customers:

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

As of December 31, 2001, 2000 and 1999 there were  concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                      2001             2000             1999
                                      ----             ----             ----
    Other manufacturing                30%              33%               *
    Rail transportation                33%              31%              30%
    Municipalities                     13%               *                *
    Other transportation services       *                *               14%
    * Less than 10%.

During 2001, four customer  comprised 13%, 12%, 11% and 10% of the Partnership's
revenues  from  leases.   During  2000,  one  customer   comprised  18%  of  the
Partnership's revenues from leases. During 1999, two customers comprised 13% and
11% of the Partnership's revenues from leases.


8.  Lines of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on April 12, 2002.  The General  Partner is currently  negotiating a new
line of credit and  anticipates  that the current  line of credit will either be
replaced upon its expiration or that the current line of credit will be extended
until the new one is finalized.  As of December 31, 2001,  borrowings  under the
facility were as follows:
<TABLE>
<CAPTION>

<S>                                                                                               <C>
Amount  borrowed by the Partnership under the acquisition facility                                $    4,500,000
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                               13,100,000
                                                                                                 ----------------
Total borrowings under the acquisition facility                                                       17,600,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility *     10,999,501
                                                                                                 ----------------
Total outstanding balance                                                                         $  28,599,501
                                                                                                 ================

Total available under the line of credit                                                          $  62,000,000
Total outstanding balance                                                                            (28,599,501)
                                                                                                 ----------------
Remaining availability                                                                            $  33,400,499
                                                                                                 ================
</TABLE>

*  (Unaudited)  The  carrying  value of the  assets  pledged as  collateral  and
financed at December 31, 2001 was $17,955,014.

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




                                       25
<PAGE>

                      ATEL CASH DISTRIBUTION FUND VI, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


8.  Lines of credit (continued):

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 2001. The effective  interest rate on borrowings at December 31, 2001 ranged
from 3.92% to 3.93%.


9.  Fair value of financial instruments:

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial  instrument for which it is practicable to estimate that
value.

Cash and cash equivalents:

The carrying amount of cash and cash equivalents approximates fair value because
of the short-term maturity of these instruments.

Non-recourse debt:

The  fair  value  of the  Partnership's  non-recourse  debt is  estimated  using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value  of  the   Partnership's   non-recourse  debt  at  December  31,  2001  is
$22,032,785.

Line of credit:

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


10.  Extraordinary gain on extinguishment:

In January 2000, one of the Partnership's lessees filed for reorganization under
Chapter 11 of the United States Bankruptcy Code. The Partnership determined that
the assets under operating lease with a net book value of $5,113,290 at December
31, 1999 leased to this particular lessee were impaired as of December 31, 1999.
The  Partnership  estimated that the proceeds from the sales of the assets would
not be  sufficient  to satisfy the  non-recourse  lender.  The debt  balance was
$3,320,774 at December 31, 1999. As a result, the Partnership fully reserved for
these assets as of December 31, 1999.

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










                                       26
<PAGE>

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

None


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

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

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

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

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

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

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

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

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

Dean L. Cash,  age 51, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981,  executive vice president since 1983 and a director
since 1984.  He has been  President  and CEO since April 2001.  Prior to joining
ATEL,  Mr.  Cash was a  senior  marketing  representative  for  Martin  Marietta
Corporation, data systems division, from 1979 to 1980. From 1977 to 1979, he was
employed  by  General  Electric  Corporation,   where  he  was  an  applications
specialist in the medical systems division and a marketing representative in the
information  services division.  Mr. Cash was a systems engineer with Electronic
Data Systems from 1975 to 1977, and was involved in  maintaining  and developing
software  for  commercial  applications.  Mr.  Cash  received  a B.S.  degree in
psychology and mathematics in 1972 and an M.B.A.  degree with a concentration in
finance in 1975 from Florida State  University.  Mr. Cash is an arbitrator  with
the American Arbitration Association.



                                       27
<PAGE>

Paritosh K.  Choksi,  age 48,  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 53, 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 43, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the corporate and securities legal department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an M.B.A.  (Finance) in 1997 from Golden Gate University.  Mr. Morais
has been an active member of the State Bar of California since 1986.


Item 11.  EXECUTIVE COMPENSATION

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

Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to ATEL and its Affiliates. The amount of such remuneration paid for the
years  ended  December  31,  2001,  2000 and 1999 is set forth in Item 8 of this
report under the caption "Financial Statements and Supplementary Data - Notes to
the Financial Statements - Related party transactions," at Note 5 thereof, which
information is hereby incorporated by reference.

Selling Commissions

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

Through  December  31,  1996,  $11,875,000  of  such  commissions  (the  maximum
allowable) had been paid to ATEL or its affiliates. Of that amount,  $10,163,554
was reallowed to other broker/dealers.  None have been paid since 1996, nor will
any additional amounts be paid in future periods.



                                       28
<PAGE>

Acquisition Fees

Acquisition fees were paid to ATEL for services  rendered in finding,  reviewing
and  evaluating  equipment  to be  purchased by the  Partnership  and  rejecting
equipment  not  to  be  purchased  by  the  Partnership.  The  total  amount  of
acquisition  fees paid to ATEL or their  affiliates  was not to exceed 3% of the
aggregate  purchase  price of  equipment  acquired  with the net proceeds of the
offering and was not to exceed 4.5% of the Gross Proceeds of the Offering.

Through  December  31,  1996,  $5,625,000  of such fees (the  maximum  allowable
amount)  had been  paid to ATEL or its  affiliates.  No such fees have been paid
subsequent to that date.

Equipment Management Fees

As compensation for its services  rendered  generally in managing or supervising
the management of the  Partnership's  equipment and in supervising other ongoing
services  and  activities  including,  among  others,  arranging  for  necessary
maintenance  and  repair of  equipment,  collecting  revenue,  paying  operating
expenses,  determining  the  equipment  is  being  used in  accordance  with all
operative  contractual  arrangements,  property  and  sales tax  monitoring  and
preparation  of financial  data,  ATEL or its affiliates are entitled to receive
management  fees which are payable  for each fiscal  quarter and are to be in an
amount equal to (i) 3.5% of the gross lease revenues from "operating" leases, as
defined,  and (ii) 2% of gross lease  revenues  from "full  payout"  leases,  as
defined, which contain net lease provisions.

See Notes to the  financial  statements  included  at Item 8 of this  report for
amounts paid.

Incentive Management Fees

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

See Notes to the  financial  statements  included  at Item 8 of this  report for
amounts paid.

Equipment Resale Fees

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



                                       29
<PAGE>

Equipment Re-lease Fee

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

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners  and 1% to  ATEL.  In  accordance  with  the  terms  of the of  Limited
Partnership  Agreement,  an  additional  allocation  of  income  was made to the
General Partner in 2001. The amount  allocated was determined so as to bring the
General  Partner's  ending  capital  account  balance  to  zero.  See  financial
statements  included in Item 8, Part I of this report for amounts  allocated  to
ATEL in 2001, 2000 and 1999.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2001  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

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

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

<S>                                        <C>                            <C>                                   <C>
Limited Partnership Units                  A. J. Batt                      Initial Limited Partner Units        0.0002%
                                           235 Pine Street, 6th Floor     25 Units ($250)
                                            San Francisco, CA 94104               (owned by wife)

Limited Partnership Units                  Dean Cash                       Initial Limited Partner Units        0.0002%
                                           235 Pine Street, 6th Floor     25 Units ($250)
                                            San Francisco, CA 94104               (owned by wife)
</TABLE>

Changes in Control

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

ATEL may at any time call a meeting  of the  Limited  Partners  or a vote of the
Limited  Partners  without a meeting,  on matters on which they are  entitled to
vote,  and  shall  call such  meeting  or for vote  without a meeting  following
receipt of a written request  therefore of Limited  Partners holding 10% or more
of the total outstanding Limited Partnership units.




                                       30
<PAGE>

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.

                                     PART IV

Item 14.  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, 2001 and 2000

                          Statements of Operations for the years ended December
                              31, 2001, 2000 and 1999

                          Statements of Changes in Partners' Capital for the
                              years ended December 31, 2001, 2000 and 1999

                          Statements of Cash Flows for the years ended December
                              31, 2001, 2000 and 1999

                          Notes to Financial Statements

                      2.  Financial Statement Schedules
                          Allschedules 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 2001
                          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).




                                       31
<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:  3/25/2002

                                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)








                                       32
<PAGE>

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



SIGNATURE                   CAPACITIES                              DATE



      /s/ Dean Cash      President, Chairman and Chief                3/25/2002
-------------------------Executive Officer of ATEL Financial
        Dean Cash        Services, LLC


 /s/ Paritosh K. Choksi  Executive Vice President and director        3/25/2002
-------------------------of ATEL Financial Services LLC,
   Paritosh K. Choksi    Principal financial officer of
                         registrant; principal financial officer
                         and director of ATEL Financial Services,
                         LLC




 /s/ Donald E. Carpenter Principal accounting officer of              3/25/2002
-------------------------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.








                                       33
<PAGE>