ATEL
Capital Group
Paritosh K. Choksi
Executive Vice President &
Chief Operating Officer
November 14, 2005
BY EDGAR AND OVERNIGHT DELIVERY
Mr. Rufus Decker
Accounting Branch Chief
Division of Corporation Finance, Mail Stop 0510
Securities and Exchange Commission
450 Fifth Street. N.W.
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:
The Company, in connection with the staff's review of the above referenced
filing and its responses to staff comments, hereby acknowledges that:
- The Company is responsible for the adequacy and accuracy of the
disclosures in its filings;
- Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
- the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
By: ATEL Financial Services, LLC
a California limited liability company,
Manager
By: ATEL Leasing Corporation, Manager
By: /s/ PARITOSH CHOKSI
---------------------------
Paritosh Choksi,
Chief Operating Officer and
Chief Financial Officer
600 California Street, 6th Floor, San Francisco, CA 94108-2733
Direct 415.616.3407 Facsimile 415.616.5555 www.atel.com