February 22, 2005


Mail Stop 0510

Via U.S. mail and facsimile

Mr. Dean L. Cash
ATEL Capital Equipment Fund XI, LLC
600 California Street, 6th Floor
San Francisco, CA 94108

Re: 	ATEL Capital Equipment Fund XI, LLC
Form S-1/A filed February 11, 2005
Supplemental Sales Materials received January 27, 2005
File No. 333-120276

Dear Mr. Cash:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.    If you disagree with a comment, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM S-1/A FILED FEBRUARY 11, 2005

General

1. Please use the same size type throughout the document.  The
risk
factor captions in the Table of Contents, for example, should be
in
the same bold type as the captions under Summary of the Offering.
The captions explaining the figure on page 24 are too small.
These
are examples only.  Please revise.

Cover Page of Prospectus

2. As previously requested, the first risk factor should state
that
most of the distributions of prior programs have been, and that
most
of the distributions of this program will likely be, a return of
capital.  "A substantial portion" understates the return of
capital.

3. The second bullet risk is so unfocused as to be meaningless.
If
necessary, break it up into two or three risks that each refers to
the disappointing performance in the recent past of the prior
funds
and states directly the specific risk, e.g., equipment leasing
funds,
like our prior programs, do badly when interest rates are low as
they
have been for the past few years.  Please  revise the full risk
factor(s) similarly with information from the prior programs.

Summary of the Offering, page 7

4. As previously requested, the first risk factor about return of
capital should note that investors have received $.21 to $.32 for
each dollar invested in prior programs (not annually, but in the
aggregate over an 8 to 10 year period) and that most of the
distributions they received was a return of their initial capital.

Risk Factors, page 10

A substantial portion of Fund distributions from lease
revenues...,
page 10

5. Please revise this subheading to correspond to the risk factor
disclosed on the cover page of your prospectus and in the summary
section.

6. We reissue comment 9 from our previous letter.  While we
acknowledge that the disclosure under this subheading may be
useful
to an investor, and you should consider moving it to an
appropriate
place elsewhere in your prospectus, it does not address the risk
disclosed in this subheading.

Financial Statements

ATEL Capital Equipment Fund XI, LLC

Report of Independent Registered Public Accountants, page F-2

7. Your auditor`s report does not appear to comply with PCAOB
Standard No. 1.  You auditor`s report indicates that they
conducted
their audit in accordance with "auditing standards of the Public
Company Accounting Oversight Board (United States)" rather than in
accordance with "the standards of the Public Company Accounting
Oversight Board (United States)."  Please obtain from your
auditors a
revised opinion, since there is a distinction between the two
references.  Refer to PCAOB Standard No. 1, Exhibit 2.

8. Please update your financial statements and related disclosures
to
include financial information through December 31, 2004.

Exhibit 8.1

9. We reissue comment 15 from our previous letter.  In this
regard,
we note that the paragraph at the bottom of page two and the third
paragraph on page three each include a statement that limits the
scope of the opinion to the date of the opinion letter.


SUPPLEMENTAL SALES MATERIALS RECEVIED JANUARY 27, 2005

Comments applicable to your overall filing

10. To the extent any of our comments on your registration
statement
contained in this letter or our letters dated December 8, 2004 or
January 14, 2005 apply to your sales materials, please make the
corresponding changes in all appropriate places.  In this regard,
we
note our comments regarding your risk factors.

11. Item 19 of Industry Guide 5 states that sales materials should
present a balanced discussion of both the risk and reward.  Thus,
for
example, when you talk about the benefits of investing in your
fund
you should also discuss the risks to which your fund is subject
and
not merely refer prospective investors to the risks contained in
your
prospectus.  For example and without limitation, prospecting
letter
#1 contains a list of the benefits of investing in your fund, but
does not similarly list or discuss the risks to which an
investment
in your fund would be subject.  Please revise your sales materials
to
present a balanced discussion of the benefits and detriments of
investing in your fund.

12. We are unable to locate in your prospectus all of the
disclosures, figures and statistics that you refer to in your
sales
materials.  For example and without limitation, we are unable to
locate the following information in your prospectus:

* the statistics regarding the percentage of your lessees that
elect
to purchase or re-lease their equipment at the completion of the
initial lease term;

* the disclosure regarding the fact that your lessees will likely
pay
a price substantially greater than the wholesale value of the
equipment;

* the statistics regarding the number of businesses that lease
some
portion of their equipment;

* the statistics regarding the increase in size of the leasing
equipment industry since 1980, as reported by the U.S. Department
of
Commerce;

* the chart set forth under the heading "Reduction of Portfolio
Risk;"

* the chart set forth under the heading "U.S. Corporate
Financing;"

* the chart set forth under the heading "Cashflow to Investors;"

* the chart set forth under the heading "Reduction of Portfolio
Risk;"

* the chart set forth under the heading "Investment Strategy and
Vehicles;"

* the disclosure regarding the priority of lease payments as
compared
to the payment of dividends to stockholders and interest to
bondholders; and

* the disclosure regarding your inflation and interest rate
hedging
strategies.

Your sales materials cannot contain information that is not
included
in your prospectus.  Please revise your sales materials as
appropriate or advise us as to how this information is consistent
with your prospectus.

13. We note in the sales materials your citation of the U.S.
Department of Commerce with respect to the statistic as to the
number
of jobs created by increases in equipment investment.  We further
note that in your prospectus you cite the Equipment Leasing
Association as the source of this statistic.  Please reconcile.

Tri-fold Brochure

14. We note your disclosure regarding the size of the equipment
leasing industry in 2003.  We further note that you disclose in
your
prospectus a different figure with respect to the size of the
equipment leasing industry in 2003.  Please reconcile.

15. Please explain what you mean by your characterization of the
asset class as "Institutional."

PowerPoint Slide Presentation

16. We note that the data comprising the chart set forth under the
heading "Investment Strategy and Vehicles" was compiled as of
1991.
Please either provide more recent data or delete this table.

17. Please advise us as to the basis for your inclusion of the
companies listed under the heading "Partial List of Lessees from
Prior Funds."  In addition, please advise as to the basis for your
inclusion of the two companies listed as examples under the
headings
"Examples of Equipment Owned by Previous Funds."

Sales Brochure

18. Please revise the list of risk factors to correspond to the
risk
factors disclosed on the cover page of your prospectus.

19. Please advise us as to the basis for your inclusion of the
companies listed under the heading "Representative Lease
Transactions."

20. We note your disclosure regarding the size of the equipment
leasing industry in 2003.  We further note that you disclose in
your
prospectus a different figure with respect to the size of the
equipment leasing industry in 2003.  Please reconcile.

*	*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
824-5578 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
Mark Webb, Legal Branch Chief, at (202) 942-1874 or the
undersigned
at (202) 942-1950 with any other questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Paul J. Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94104
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Mr. Dean L. Cash
February 22, 2005
Page 1 of 7


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE