ATEL
Financial Services, LLC
February 28, 2007
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Ryan Rohn, Staff Accountant
Mail Stop 7010
Re: ATEL Capital Equipment Fund V, LP
Form 8-K Item 4.01
Filed February 9, 2007
File # 000-23842
ATEL Capital Equipment Fund VI, LP
Form 8-K Item 4.01
Filed February 9, 2007
File # 000-28368
ATEL Capital Equipment Fund VII, LP
Form 8-K Item 4.01
Filed February 9, 2007
File # 000-24175
ATEL Capital Equipment Fund VIII, LLC
Form 8-K Item 4.01
Filed February 9, 2007
File # 000-33103
Dear Mr. Rohn:
In response to the Staff's February 16, 2006 letter to Mr. Paritosh K. Choksi,
our Executive Vice President, Chief Financial Officer and Chief Operating
Officer, and our follow-up conversation that afternoon, I am pleased to provide
the following in response to the issues raised. With reference to the
aforementioned letter, responses will be enumerated by the same number as
indicated in the February 16 letter.
1. Amended Item 4.01 8-K's will be filed once the above referenced Funds'
2005 Form 10-Ks for the year ended December 31, 2005 are filed and
Ernst & Young is effectively no longer the principal accountant for
those registrants.
2. We have filed amended 8-Ks to reflect references to years 2003 and
2004, and, as noted above, a further report will make the
600 California Street, 6th Floor, San Francisco, CA 94108 Main 415.989.8800
Facsimile 415.989.3796 www.atel.com
representations regarding 2004 and 2005 once the Forms 10-K for the
year ended December 31, 2005 are filed and Ernst & Young is no longer
the principal accountant for the Funds.
3. We do not currently have an anticipated date for filing the above
referenced Funds' 2006 delinquent filings, but we continue to focus
our efforts to bring the Funds' statutory filings current as soon as
possible.
4. No additional material weaknesses in internal control have been
identified since June 30, 2005.
5. As noted above, no additional weaknesses were identified.
6. We are concurrently filing an updated Exhibit 16 letter from Ernst &
Young regarding the statements made in each of our revised Forms 8-K.
We further note that we acknowledge that:
o we are responsible for the adequacy and accuracy of the disclosures in
the filings;
o staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filings; and
o that we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws off the United States.
Should you have any further questions please feel free to contact the
undersigned at our corporate offices in San Francisco.
Very truly yours,
/s/ SAMUEL SCHUSSLER
Samuel Schussler
Chief Accounting Officer
ATEL Financial Services LLC
600 California Street, 6th Floor
San Francisco California 94108
415-616-3404