content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
         Date of Report (Date of earliest event reported): February 5, 2007
                                                           ----------------
  
                        ATEL Cash Distribution Fund VI, L.P.
   -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
          California                  000-28368                     94-3207229
   -------------------------------------------------------------------------------
   (State or other jurisdiction      (Commission                  (IRS Employer
         of incorporation)           File Number)              Identification No.)
  
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
   -------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  
  
  ITEM 4.01      Changes in Registrant's Certifying Accountant
  
  On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
  principal independent accountants for its fiscal year ended December 31, 2006
  and beyond. E&Y continues to be engaged by the Registrant to perform tax
  services. The registrant has not yet completed and filed its financial
  statements with a report of its independent accountants for its fiscal year
  ended December 31, 2005, as a result of delays encountered in the restatement of
  its financial statements for the years ended December 31, 2004, 2003 and 2002.
  E&Y has been retained as the Registrant's principal independent accountant for
  the periods through December 31, 2005. As discussed below, the Registrant has
  engaged a new principal independent accounting firm for the year ended December
  31, 2006 and beyond.
  
  The decision to change the Registrant's principal independent accountants was
  recommended and approved by the board of directors of ATEL Leasing Corporation
  ("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
  Registrant's general partner. The Registrant does not have a separate audit
  committee, and the board of directors of ALC (the "Board") therefore acts as the
  Registrant's audit committee.
  
  E&Y's report on the Registrant's financial statements for the year ended
  December 31, 2004, the Registrant's most recent fiscal year for which an
  independent accountant's report has been issued on its financial statements, did
  not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
  modified as to uncertainty, audit scope or accounting principles. During the
  Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
  interim period through February 5, 2007, the date of E&Y's dismissal, there were
  no disagreements with E&Y on any matters of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure, which, if not
  resolved to the satisfaction of E&Y would have caused it to make reference to
  the subject matter of the disagreement in connection with its report on the
  financial statements for that period, nor, except as set forth in the following
  paragraph, have there been any "reportable events" as defined under Item
  304(a)(1)(v) of Regulation S-K during such period.
  
  As discussed in Item 8A of the Registrant's amended annual report on Form
  10-KSB/A for the year ended December 31, 2004, the Registrant determined that
  its disclosure controls and procedures over the: a) application of generally
  accepted accounting principles for leasing transactions (specifically, timely
  identification and recording of impairment in leased assets, accumulating and
  capitalizing costs for initiating leases, and properly amortizing costs
  associated with the initiation of a lease); b) allocation of costs incurred by
  the Registrant's General Partner on behalf of the Registrant; c) process of
  identifying and estimating liabilities in the correct period; and d) financial
  statement close process, including evaluating the relative significance of
  misstatements, were determined to be ineffective and to constitute material
  weaknesses in internal control over financial reporting. E&Y discussed these
  matters with the Board, and the Registrant has authorized E&Y to respond fully
  
  
  <PAGE>
  
  to the inquiries of its successor as the Registrant's principal independent
  accountant concerning the subject matter of each such material weakness.
  
  As discussed in Item 8A of the Registrant's amended annual report on Form
  10-KSB/A for the year ended December 31, 2004, AFS, the Registrant's General
  Partner, has taken and is continuing to take steps that will remediate the
  weaknesses in its internal controls referred to in the foregoing paragraph.
  
  Effective as of February 5, 2007, the Board approved the engagement of, and
  engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
  for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
  during the two fiscal years ended December 31, 2006, or during the interim
  period through February 5, 2007, the date of engagement of Moss Adams, consulted
  Moss Adams regarding (i) either the application of accounting principles to a
  specified transaction, completed or proposed, or the type of audit opinion that
  might be rendered on the Registrant's financial statements, or (ii) any
  disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
  reportable event described under Item 304(a)(1)(v) of Regulation S-K.
  
  
  
  
  
  <PAGE>
  
  
  
  ITEM 9.01      Financial Statements and Exhibits
  
  (d)      Exhibits
  
           (16) Letter regarding changes in certifying accountant
  
  
  
  SIGNATURES
  
  Pursuant to the requirements 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.
  
  Dated:   February 8, 2007
  
  
  
                        ATEL Cash Distribution Fund VI, L.P.
  
                              By: ATEL Financial Services, LLC,
                              a California limited liability company,
                              General Partner
  
                                    By:  ATEL Leasing Corporation, Manager
  
  
  
                                         By:   /s/ PARITOSH K. CHOKSI
                                               -------------------------------
                                               Paritosh K. Choksi, Executive Vice
                                               President, Chief Financial Officer
                                               and Chief Operating Officer
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metadata_filer: {"company-data": {"conformed-name": "ATEL CASH DISTRIBUTION FUND VI LP", "cik": "0000927569", "assigned-sic": "7359", "irs-number": "943207229", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28368", "film-number": "07597743"}, "business-address": {"street1": "600 CALIFORNIA ST", "street2": "6TH FLR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4159898800"}, "mail-address": {"street1": "600 CALIFORNIA ST", "street2": "6TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): February 5, 2007
                                                           ----------------
  
                        ATEL Cash Distribution Fund VI, L.P.
   -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
          California                  000-28368                     94-3207229
   -------------------------------------------------------------------------------
   (State or other jurisdiction      (Commission                  (IRS Employer
         of incorporation)           File Number)              Identification No.)
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
   -------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  ITEM 4.01      Changes in Registrant's Certifying Accountant
  
  On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
  principal independent accountants for its fiscal year ended December 31, 2006
  and beyond. E&Y continues to be engaged by the Registrant to perform tax
  services. The registrant has not yet completed and filed its financial
  statements with a report of its independent accountants for its fiscal year
  ended December 31, 2005, as a result of delays encountered in the restatement of
  its financial statements for the years ended December 31, 2004, 2003 and 2002.
  E&Y has been retained as the Registrant's principal independent accountant for
  the periods through December 31, 2005. As discussed below, the Registrant has
  engaged a new principal independent accounting firm for the year ended December
  31, 2006 and beyond.
  
  The decision to change the Registrant's principal independent accountants was
  recommended and approved by the board of directors of ATEL Leasing Corporation
  ("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
  Registrant's general partner. The Registrant does not have a separate audit
  committee, and the board of directors of ALC (the "Board") therefore acts as the
  Registrant's audit committee.
  
  E&Y's report on the Registrant's financial statements for the year ended
  December 31, 2004, the Registrant's most recent fiscal year for which an
  independent accountant's report has been issued on its financial statements, did
  not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
  modified as to uncertainty, audit scope or accounting principles. During the
  Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
  interim period through February 5, 2007, the date of E&Y's dismissal, there were
  no disagreements with E&Y on any matters of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure, which, if not
  resolved to the satisfaction of E&Y would have caused it to make reference to
  the subject matter of the disagreement in connection with its report on the
  financial statements for that period, nor, except as set forth in the following
  paragraph, have there been any "reportable events" as defined under Item
  304(a)(1)(v) of Regulation S-K during such period.
  
  As discussed in Item 8A of the Registrant's amended annual report on Form
  10-KSB/A for the year ended December 31, 2004, the Registrant determined that
  its disclosure controls and procedures over the: a) application of generally
  accepted accounting principles for leasing transactions (specifically, timely
  identification and recording of impairment in leased assets, accumulating and
  capitalizing costs for initiating leases, and properly amortizing costs
  associated with the initiation of a lease); b) allocation of costs incurred by
  the Registrant's General Partner on behalf of the Registrant; c) process of
  identifying and estimating liabilities in the correct period; and d) financial
  statement close process, including evaluating the relative significance of
  misstatements, were determined to be ineffective and to constitute material
  weaknesses in internal control over financial reporting. E&Y discussed these
  matters with the Board, and the Registrant has authorized E&Y to respond fully
  to the inquiries of its successor as the Registrant's principal independent
  accountant concerning the subject matter of each such material weakness.
  
  As discussed in Item 8A of the Registrant's amended annual report on Form
  10-KSB/A for the year ended December 31, 2004, AFS, the Registrant's General
  Partner, has taken and is continuing to take steps that will remediate the
  weaknesses in its internal controls referred to in the foregoing paragraph.
  
  Effective as of February 5, 2007, the Board approved the engagement of, and
  engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
  for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
  during the two fiscal years ended December 31, 2006, or during the interim
  period through February 5, 2007, the date of engagement of Moss Adams, consulted
  Moss Adams regarding (i) either the application of accounting principles to a
  specified transaction, completed or proposed, or the type of audit opinion that
  might be rendered on the Registrant's financial statements, or (ii) any
  disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
  reportable event described under Item 304(a)(1)(v) of Regulation S-K.
  ITEM 9.01      Financial Statements and Exhibits
  
  (d)      Exhibits
  
           (16) Letter regarding changes in certifying accountant
  
  SIGNATURES
  
  Pursuant to the requirements 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.
  
  Dated:   February 8, 2007
  
                        ATEL Cash Distribution Fund VI, L.P.
  
                              By: ATEL Financial Services, LLC,
                              a California limited liability company,
                              General Partner
  
                                    By:  ATEL Leasing Corporation, Manager
  
                                         By:   /s/ PARITOSH K. CHOKSI
                                               -------------------------------
                                               Paritosh K. Choksi, Executive Vice
                                               President, Chief Financial Officer
                                               and Chief Operating Officer