LAW OFFICES OF
                           DERENTHAL & DANNHAUSER LLP
                           ONE POST STREET, SUITE 575
                        SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 981-4844
                           FACSIMILE: (415) 981-4840


                                November 15, 2005

BY EDGAR AND OVERNIGHT DELIVERY

Mr. Rufus Decker
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

        Re:      ATEL Capital Equipment Fund VIII, LLC (the "Company)
                 Form 10-K for the fiscal year ended December 31, 2004
                 Forms 10-Q for the fiscal quarters ended March 31, 2005
                 and June 30, 2005
                 SEC File No. 0-33103

Dear Mr. Decker:

     This  letter  is in  preliminary  response  to your  comment  letter  dated
November 1, 2005 on the above referenced reports.

     In light of the prior  discussions  between  the  Staff  and the  Company's
manager concerning materiality as it relates to capitalization of Initial Direct
Cost (IDC) and  amortization  of IDC, the Company has conceded that it will view
materiality  in  accordance  with the Staff's  view that  changes  resulting  in
material  increases or decreases in recorded net income or loss will be material
to an issuer such as the Company and its affiliated  equipment leasing programs.
Accordingly,  the  Company  further  concedes  that the  effect of the  $742,000
interest expense item is material to the Company's results of operations for the
years ended December 31, 2002 and December 31, 2003.

     As I understand you discussed with Michael Huie of the Company's accounting
staff by telephone,  the Company intends to address the affects of this interest
expense item in the same restatement of its financial  statements being prepared
to address the IDC issues. Additionally, the Company will be reviewing any other
adjustments to its financial  statements  for 2002,  2003 and 2004 to the extent
its  determinations  as to materiality were based on measurements  excluding the
effects on net income or loss.






Mr. Rufus Decker
November 15, 2005
Page 2


     By separate  correspondence,  we are filing the required representations of
the Company relating to your comment letter.  Please contact us with any further
questions or comments in this regard.


                                        Very truly yours,

                                        /s/ PAUL J. DERENTHAL

                                        Paul J. Derenthal

cc:      Mr. Paritosh Choksi
         Mr. Michael Huie
         Mr. Leon Chin
         Mr. Hubert Ban
         Ms. Meagan Caldwell