ATEL CAPITAL EQUIPMENT FUND XI, LLC
600 California Street, Sixth Floor
San Francisco, CA 94108
April 7, 2005
Securities and Exchange Commission
450 Fith Street, Northwest
Washington, D.C. 20549
RE: ATEL Capital Equipment Fund XI, LLC
File No.: 333-120276
Dear Sir or Madam:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned registrant hereby requests that effectiveness of its registration
statement on Form S-1 be accelerated to April 11, 2005, or as soon thereafter as
practicable.
In that regard, the undersigned registrant hereby acknowledges 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 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.
Very truly yours,
ATEL CAPITAL EQUIPMENT FUND XI, LLC
By: ATEL Financial Services, LLC
a California limited liability company,
Manager
By: ATEL Leasing Corporation, Manager
By: /s/ DEAN L. CASH
-------------------------
Dean L. Cash
President
ATEL SECURITIES CORPORATION
600 California Street, Sixth Floor
San Francisco, CA 94108
April 7, 2005
Securities and Exchange Commission
450 Fith Street, Northwest
Washington, D.C. 20549
RE: ATEL Capital Equipment Fund XI, LLC
File No.: 333-120276
Dear Sir or Madam:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned registrant hereby requests that effectiveness of its registration
statement on Form S-1 be accelerated to April 11, 2005, or as soon thereafter as
practicable.
In this connection, and pursuant to Rule 418(a)(7), we hereby advise
you as follows with respect to the distribution of preliminary prospectuses:
(i) the preliminary prospectuses were dated November 8, 2004,
December 23, 2004, February 11, 2005, March 3, 2005 and March
31, 2005;
(ii) the preliminary prospectuses were distributed during the
period from approximately December 23, 2004 to the date
hereof;
(iii) the preliminary prospectuses were furnished to approximately
20 broker-dealers as prospective members of the selling group;
(iv) a total of approximately 20 of the preliminary prospectuses
were distributed to such broker-dealers;
(v) except as set forth herein, no other preliminary prospectuses
were distributed to any person; and
(vi) the registered securities will be offered and sold only by
means of the final prospectus.
We undertake in connection with the subject offering to comply in all
respects with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
and to take all reasonable steps to assure that participating broker-dealers
comply therewith, and, further, to take all reasonable steps to assure that no
subscriptions are accepted from any person until at least 48 hours after such
person has received a copy of the final prospectus. The undersigned will not
accept as binding on the purchaser any executed contract for the purchase of the
securities covered by the above-referenced registration statement until at least
48 hours after such purchaser has been furnished a copy of the final prospectus.
Very truly yours,
ATEL Securities Corporation
By: /s/ DEAN L. CASH
---------------------------------
Dean L. Cash, Chief Executive Officer