Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the quarterly period ended June 30, 2001

              |_|      Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the transition period from _______ to _______

                         Commission File Number 0-24175

                      ATEL Capital Equipment Fund VII, L.P.
             (Exact name of registrant as specified in its charter)

 California                                                     94-3248318
 ----------                                                     ----------
(State or other jurisdiction of                               (I. R. S. Employer
incorporation or organization)                               Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                     Yes |X|
                                     No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1


                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)


                                     ASSETS

                                                 2001               2000
                                                 ----               ----
Cash and cash equivalents                          $ 880,383        $ 1,321,417

Accounts receivable, net of allowance for
   doubtful accounts of none in 2001 and
   $724,906 in 2000                                4,757,855          6,222,311

Other assets                                          70,013             90,011

Investments in leases                            139,126,707        149,967,007
                                           ------------------ ------------------
Total assets                                    $144,834,958      $ 157,600,746
                                           ================== ==================


                       LIABILITIES AND PARTNERS' CAPITAL




Long-term debt                                   $38,763,000       $ 44,877,000

Non-recourse debt                                 12,245,704         15,452,741

Line of credit                                     3,500,000                  -

Accounts payable:
   General Partner                                   783,711            605,684
   Other                                             561,220            703,761

Accrued interest payable                             323,731            533,858

Unearned operating lease income                      927,110          1,264,094
                                           ------------------ ------------------
Total liabilities                                 57,104,476         63,437,138
Partners' capital:
     General Partner                              (1,514,601)        (1,514,601)
     Limited Partners                             89,245,083         95,678,209
                                           ------------------ ------------------
Total partners' capital                           87,730,482         94,163,608
                                           ------------------ ------------------
Total liabilities and partners' capital         $144,834,958      $ 157,600,746
                                           ================== ==================

                             See accompanying notes.


                                       3


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                             STATEMENT OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)




                                                            Six Months                           Three Months
                                                          Ended June 30,                        Ended June 30,
                                                          --------------                        --------------
                                                      2001               2000              2001               2000
                                                      ----               ----              ----               ----
Revenues:
Leasing activities:
                                                                                                 
   Operating leases                                  $16,333,829        $20,792,446        $ 8,040,945       $ 10,814,256
   Direct financing                                      543,677            610,067            264,834            412,149
   Leveraged leases                                            -            195,693                  -                  -
(Loss) gain on sales of assets                          (351,040)           250,312           (270,078)          (436,239)
Interest                                                  36,770             36,938             14,378             23,730
Other                                                      5,167             36,997              2,593             31,462
                                                -----------------  ----------------- ------------------ ------------------
                                                      16,568,403         21,922,453          8,052,672         10,845,358
Expenses:
Depreciation and amortization                         10,771,879         13,252,126          5,179,501          8,747,938
Interest expense                                       2,159,511          2,826,516          1,049,036          1,392,121
Equipment and incentive management fees to
   General Partner                                       689,171            878,788            362,185            337,944
Cost reimbursements to General Partner                   492,543            304,605            297,166            180,755
Railcar maintenance                                      425,191            230,476            188,344            104,744
Other                                                    340,215            220,198            151,016            108,930
Professional fees                                        103,909             76,944             49,619             57,528
                                                -----------------  ----------------- ------------------ ------------------
                                                      14,982,419         17,789,653          7,276,867         10,929,960
                                                -----------------  ----------------- ------------------ ------------------
Net income (loss)                                    $ 1,585,984        $ 4,132,800          $ 775,805          $ (84,602)
                                                =================  ================= ================== ==================

Net income (loss):
   General Partner                                     $ 518,964          $ 604,645          $ 303,981          $ 303,981
   Limited Partners                                    1,067,020          3,528,155            471,824           (388,583)
                                                -----------------  ----------------- ------------------ ------------------
                                                     $ 1,585,984        $ 4,132,800          $ 775,805          $ (84,602)
                                                =================  ================= ================== ==================

Net income (loss) per Limited Partnership Unit             $0.07              $0.24              $0.03             ($0.03)
Weighted average number of Units outstanding          14,996,050         14,996,050         14,996,050         14,996,050


                             See accompanying notes.


                                       4


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2001
                                   (Unaudited)



                                             Limited Partners        General
                                Units              Amount            Partner             Total

                                                                            
Balance December 31, 2000        14,996,050        $95,678,209        $(1,514,601)      $ 94,163,608
Distributions to partners                           (7,500,146)          (518,964)        (8,019,110)
Net income                                           1,067,020            518,964          1,585,984
                           -----------------  ----------------- ------------------ ------------------
Balance June 30, 2001            14,996,050        $89,245,083        $(1,514,601)      $ 87,730,482
                           =================  ================= ================== ==================


                             See accompanying notes.



                                       5


                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)



                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
Operating activities:                                         2001               2000              2001               2000
                                                              ----               ----              ----               ----
                                                                                                            
Net income (loss)                                            $ 1,585,984        $ 4,132,800          $ 775,805          $ (84,602)
Adjustments to reconcile net income (loss) to
   cash provided by operating activities:
   Leveraged lease income                                              -           (195,693)                 -                  -
   Depreciation                                               10,771,879         13,252,126          5,179,501          8,747,938
   Loss (gain) on sales of assets                                351,040           (250,312)           270,078            436,239
   Changes in operating assets and liabilities:
      Accounts receivable                                      1,464,456         (1,786,166)           115,429         (1,904,644)
      Other assets                                                19,998             19,998              9,999              9,999
      Accounts payable, General Partner                          178,027           (635,720)           508,731            323,165
      Accounts payable, other                                   (142,541)           843,510             47,104            547,244
      Accrued interest expense                                  (210,127)          (283,267)          (140,400)          (135,180)
      Unearned lease income                                     (336,984)          (109,551)          (293,713)           (86,406)
                                                        -----------------  ----------------- ------------------ ------------------
Net cash provided by operations                               13,681,732         14,987,725          6,472,534          7,853,753
                                                        -----------------  ----------------- ------------------ ------------------

Investing activities:
Purchases of equipment on operating leases                    (1,950,111)                 -                  -                  -
Reduction in net investment in direct financing
   leases                                                      1,355,342          2,586,114            889,208          1,561,713
Proceeds from sales of assets                                    821,864          4,368,359            374,513            824,680
Purchases of equipment on direct financing
   leases                                                       (492,988)                 -            (41,066)                 -
Payment of initial direct costs to General Partner               (16,726)                 -                  -                  -
                                                        -----------------  ----------------- ------------------ ------------------
Net cash (used in) provided by investing
   activities                                                   (282,619)         6,954,473          1,222,655          2,386,393
                                                        =================  ================= ================== ==================



                                       6


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)



                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
                                                              2001               2000              2001               2000
                                                              ----               ----              ----               ----
                                                                                                            
Financing activities:
Distributions to partners                                     (8,019,110)        (8,102,696)        (4,054,171)        (4,053,075)
Repayments of long-term debt                                  (8,114,000)       (11,807,000)        (3,174,000)        (4,003,000)
Proceeds of long-term debt                                     2,000,000         11,700,000          2,000,000                  -
Borrowings under line of credit                                5,500,000                  -          1,000,000                  -
Repayments of borrowings under line of credit                 (2,000,000)        (9,100,000)        (2,000,000)                 -
Repayments of non-recourse debt                               (3,207,037)        (3,117,957)        (1,645,135)        (1,721,145)
                                                        -----------------  ----------------- ------------------ ------------------
Net cash used in financing activities                        (13,840,147)       (20,427,653)        (7,873,306)        (9,777,220)
                                                        -----------------  ----------------- ------------------ ------------------
Net (decrease) increase in cash and cash
   equivalents                                                  (441,034)         1,514,545           (178,117)           462,926
Cash and cash equivalents at beginning of
   period                                                      1,321,417          1,674,372          1,058,500          2,725,991
                                                        -----------------  ----------------- ------------------ ------------------
Cash and cash equivalents at end of period                     $ 880,383        $ 3,188,917          $ 880,383        $ 3,188,917
                                                        =================  ================= ================== ==================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                     $ 2,369,638        $ 3,109,783        $ 1,189,436        $ 1,527,301
                                                        =================  ================= ================== ==================

                             See accompanying notes.


                                       7


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2.  Organization and partnership matters:

ATEL Capital  Equipment Fund VII, L.P. (the Fund),  was formed under the laws of
the  State  of  California  on July 17 ,  1996,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.

The Partnership  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.


3.  Investment in leases:

The Partnership's investment in leases consists of the following:



                                                                             Depreciation
                                         Balance                              Expense or         Reclassi-           Balance
                                       December 31,                          Amortization      fications or         June 30,
                                           2000            Additions          of Leases        Dispositions           2001
                                           ----            ---------          ---------      - -------------          ----
                                                                                                     
Net investment in operating
   leases                                 $131,717,168       $ 1,950,111      $ (10,675,239)       $(2,896,543)     $ 120,095,497
Net investment in direct
   financing leases                         17,087,466           492,988         (1,355,342)                 -         16,225,112
Assets held for sale or lease                1,233,078                 -                  -          1,723,639          2,956,717
Reserve for losses                            (504,227)                -                  -                  -           (504,227)
Initial direct costs, net of
   accumulated amortization                    433,522            16,726            (96,640)                 -            353,608
                                    ------------------- -----------------  ----------------- ------------------ ------------------
                                          $149,967,007       $ 2,459,825      $ (12,127,221)       $(1,172,904)     $ 139,126,707
                                    =================== =================  ================= ================== ==================





                                       8


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:



                                   Balance                  Dispositions &                  Balance
                                 December 31,              Reclassifications               June 30,
                                                           -----------------
                                     2000           1st Quarter        2nd Quarter           2001
                                     ----           -----------        -----------           ----
                                                                                
Transportation                     $101,664,857       $ (5,900,528)         $ 528,590       $ 96,292,919
Marine vessels / barges              27,276,479           (628,843)           382,500         27,030,136
Construction                         23,002,563                  -                  -         23,002,563
Manufacturing                        11,801,318           (624,620)          (330,230)        10,846,468
Mining                                8,536,249         (1,604,082)         2,080,798          9,012,965
Office automation                     9,880,540            476,716         (3,371,693)         6,985,563
Other                                 5,108,831            954,955           (271,005)         5,792,781
Materials handling                    5,559,474                  -                  -          5,559,474
Communications                        4,387,819                  -                  -          4,387,819
                               -----------------  ----------------- ------------------ ------------------
                                    197,218,130         (7,326,402)          (981,040)       188,910,688
Less accumulated depreciation       (65,500,962)           399,606         (3,713,835)       (68,815,191)
                               -----------------  ----------------- ------------------ ------------------
                                   $131,717,168       $ (6,926,796)       $(4,694,875)     $ 120,095,497
                               =================  ================= ================== ==================


All of the property on leases was acquired in 1997, 1998, 1999 and 2001.

At June 30, 2001, the aggregate  amounts of future minimum lease payments are as
follows:

                                                Direct
          Year ending      Operating          Financing
          December 31,       Leases             Leases             Total
          ------------       ------             ------             -----
                  2001       $12,885,649        $ 1,634,232        $14,519,881
                  2002        21,287,512          2,738,351         24,025,863
                  2003        12,805,697          2,345,686         15,151,383
                  2004         8,434,407          2,280,095         10,714,502
                  2005         5,837,657          2,235,644          8,073,301
            Thereafter         2,126,026          1,701,567          3,827,593
                        -----------------  ----------------- ------------------
                             $63,376,948        $12,935,575        $76,312,523
                        =================  ================= ==================



                                       9


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial institutions are due in varying monthly and quarterly
installments of principal and interest.  The notes are secured by assignments of
lease  payments and pledges of the assets which were purchased with the proceeds
of the particular notes. Interest rates on the notes vary from 7.40% to 8.828%.

Future minimum principal payments of non-recourse debt are as follows:

            Year ending
           December 31,     Principal           Interest            Total
           ------------     ---------           --------            -----
                   2001       $ 2,269,779          $ 467,435        $ 2,737,214
                   2002         5,761,771            799,843          6,561,614
                   2003         3,261,508            288,853          3,550,361
                   2004           298,403             67,364            365,767
                   2005           322,838             42,927            365,765
             Thereafter           331,405             25,597            357,002
                         -----------------  ----------------- ------------------
                              $12,245,704        $ 1,692,019        $13,937,723
                         =================  ================= ==================


5.  Long-term debt:

In 1998, the Partnership  entered into a $65 million receivables funding program
(the Program) with a receivables  financing company that issues commercial paper
rated A1 by Standard and Poors and P1 by Moody's  Investor  Services.  Under the
Program,  the receivables  financing company receives a general lien against all
of the otherwise  unencumbered  assets of the Partnership.  The Program provides
for borrowing at a variable interest rate (4.4994% at June 30, 2001).

The Program  requires the General  Partner to enter into various  interest  rate
swaps with a financial  institution  (also rated A1/P1) to manage  interest rate
exposure  associated  with  variable  rate  obligations  under  the  Program  by
effectively  converting  the variable  rate debt to fixed rates.  As of June 30,
2001,  the  Partnership  receives or pays  interest on a notional  principal  of
$38,763,000, based on the difference between nominal rates ranging from 5.55% to
7.58% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2008. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.



                                       10


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


5.  Long-term debt (continued):

Borrowings under the Program are as follows:


                             Original           Balance            Rate on
              Date            Amount            June 30,        Interest Swap
            Borrowed         Borrowed             2001            Agreement
            --------         --------             ----            ---------
            4/1/1998          $ 21,770,000       $ 6,631,000        6.220%
            7/1/1998            25,000,000         6,726,000        6.155%
            10/1/1998           20,000,000        10,523,000        5.550%
            4/16/1999            9,000,000         3,603,000        5.890%
            1/26/2000           11,700,000         9,310,000        7.580%
            5/25/2001            2,000,000         1,970,000        5.790%
                        ------------------- -----------------
                              $ 89,470,000       $38,763,000
                        =================== =================
                                                           -
The long-term  debt  borrowings  mature from 2004 through 2008.  Future  minimum
principal payments of long-term debt are as follows:

         Year ending
         December 31,     Principal           Interest            Total
         ------------     ---------           --------            -----
            2001             $ 5,825,000       $ 1,156,555        $ 6,981,555
            2002              11,514,000         1,733,310         13,247,310
            2003               7,604,000         1,146,123          8,750,123
            2004               5,848,000           723,429          6,571,429
            2005               4,374,000           392,050          4,766,050
         Thereafter            3,598,000           339,742          3,937,742
                      ------------------- -----------------  -----------------
                            $ 38,763,000       $ 5,491,209        $44,254,209
                      =================== =================  =================


6.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or Affiliates are entitled to receive certain fees for equipment  management
and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.




                                       11


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


6.  Related party transactions (continued):

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Partnership  Agreement  during the six
month periods ended June 30, 2001 and 2000 as follows:



                                                                                      2001               2000
                                                                                      ----               ----
                                                                                                     
Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% of gross revenues from operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                        $ 689,171          $ 878,788

Administrative costs reimbursed to General Partner                                        492,543            304,605
                                                                                ------------------ ------------------
                                                                                      $ 1,181,714        $ 1,183,393
                                                                                ================== ==================



7. Partner's capital:

As  of  June  30,  2001,   14,996,050  Units   ($149,960,500)  were  issued  and
outstanding.

First,  Distributions  of Cash  from  Operations  shall be 88.5% to the  Limited
Partners,  7.5% to the  General  Partner  and 4% to the  General  Partner or its
affiliate designated as the recipient of the Incentive Management Fee, until the
Limited  Partners have received  Aggregate  Distributions  in an amount equal to
their Original  Invested  Capital,  as defined,  plus a 10% per annum cumulative
(compounded daily) return on their Adjusted Invested Capital,  as defined in the
Limited Partnership Agreement.

Second, 85% to the Limited Partners, 7.5% to the General Partner and 7.5% to the
General  Partner or its  affiliate  designated as the recipient of the Incentive
Management Fee.

Available Cash from Sales or Refinancing,  as defined in the Limited Partnership
Agreement, shall be distributed as follows:

First,  Distributions  of Sales or  Refinancings  shall be 92.5% to the  Limited
Partners  and 7.5% to the  General  Partner,  until the  Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 10% per annum cumulative  (compounded daily) return
on their Adjusted Invested Capital.

Second, 85% to the Limited Partners, 7.5% to the General Partner and 7.5% to the
General  Partner or its  affiliate  designated as the recipient of the Incentive
Management Fee.



                                       12


                     ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $62,000,000 revolving credit agreement with a group of financial
institutions  which  expires  on April  12,  2002.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

The  Partnership  had  $3,500,000 of borrowings  under the agreement at June 30,
2001.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2001.


9.  Commitments:

As of June 30, 2001, the Partnership had no outstanding  commitments to purchase
lease equipment.




                                       13


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Capital Resources and Liquidity

During the first and second quarters of 2001, the Partnership's primary activity
was engaging in equipment leasing activities.

The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases exceed  expenses,  and  decreasing as lease assets
are  acquired,  as  distributions  are made to the limited  partners  and to the
extent expenses exceed cash flows from leases.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates in a $62,000,000  revolving  line of credit with a group of financial
institutions. The line of credit expires on April 12, 2002.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest),  the payment of management  fees to the General Partner and providing
for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  There were no such  commitments as of
June 30, 2001.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.

Cash Flows, 2001 vs. 2000:

During the first half of 2001 and 2000,  the  Partnership's  primary  sources of
liquidity was rents from assets on operating leases.

Cash from operating activities was almost entirely from operating lease rents in
both 2001 and in 2000 for both the three and six month periods.

Sources of cash from  investing  activities  consisted of proceeds from sales of
assets and direct  financing  lease rents.  Proceeds  from sales of lease assets
decreased  significantly  compared to 2000. In 2001,  cash was used in investing
activities to purchase  assets on operating and direct  financing  leases and to
pay initial direct costs to the General Partner.



                                       14


In 2001, cash from financing sources consisted of proceeds of long-term debt and
borrowings  under  the line of  credit.  Borrowings  in 2000  were used to repay
amounts due on the line of credit.  Repayments of long-term debt have changed as
a result  of  scheduled  payments.  Distributions  to  partners  did not  change
significantly compared to 2000.

Results of operations, 2001 vs. 2000:

Operations  in 2001  resulted  in a net income of  $1,585,984  (six  months) and
$775,805  (three  months).  Operations  in  2000  resulted  in a net  income  of
$4,132,800  (six  months)  and  a  net  loss  of  $84,602  (three  months).  The
Partnership's  primary  source of revenues  is from  operating  leases.  This is
expected to remain true in future periods.  Operating lease revenues for the six
month periods decreased from $20,792,446 in 2000 to $16,333,829 in 2001. For the
three month periods,  they  decreased from  $10,814,256 in 2000 to $8,040,945 in
2001. The decreases were the result of asset sales in 2000 and in 2001.

Depreciation  expense is the single largest  expense of the  Partnership  and is
expected to remain so in future  periods.  Total debt has  decreased  from about
$73,800,000  at June 30, 2000 to about  $54,510,000  at June 30, 2001.  This has
resulted in decreases in interest  expense  compared to 2000.  For the six month
periods,  interest  decreased  by  $667,005.  For the three  month  period,  the
decrease was $343,085.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving  the  Partnership  but  which  do not  represent  claims  against  the
Partnership or its assets.

In  January  2000,  Applied  Magnetics  Corporation  filed for  protection  from
creditors  under Chapter 11 of the U.S.  Bankruptcy  Code. The  Partnership  has
assets  with a total net book value of  $8,048,095  leased to Applied  Magnetics
Corporation.  On January 31,  2000,  the General  Partner was  appointed  to the
Official   Committee  of  Unsecured   Creditors  and  currently  serves  as  the
Chairperson  of the  Committee.  Procedures  were  quickly  undertaken  for  the
liquidation of the Partnership's  leased  equipment,  which proceeds resulted in
recoveries of $1,773,798 or 21.7% of original  equipment cost. As of November 1,
2000, liquidation of the assets was completed.

The Partnership  anticipates  additional amounts may be recoverable  through the
reorganization  of the lessee's  business,  however,  any  recoveries  above the
amounts  received upon  liquidation  of the  Partnership's  equipment are highly
uncertain and speculative.




                                       15


Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                  (a)Documents filed as a part of this report

                  1.  Financial Statements

                      Included in Part I of this report:

                      Balance  Sheets,  June 30,  2001 and  December  31,  2000.
                      Statement  of changes  in  partners'  capital  for the six
                      months ended June 30, 2001.  Statements of operations  for
                      the six and three  month  periods  ended June 30, 2001 and
                      2000.  Statement of cash flows for the six and three month
                      periods  ended  June  30,  2001  and  2000.  Notes  to the
                      Financial Statements.

                  2.  Financial Statement Schedules

                    All  other  schedules  for  which  provision  is made in the
                    applicable  accounting  regulations  of the  Securities  and
                    Exchange  Commission  are not  required  under  the  related
                    instructions  or are  inapplicable,  and therefore have been
                    omitted.

                  (b) Report on Form 8-K
                      None


                                       16


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:
August 8, 2001

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.
                                  (Registrant)



               By: ATEL Financial Services, LLC
                   General Partner of Registrant




                                  By:    /s/ DEAN L. CASH
                                       ------------------------------------
                                       Dean L. Cash
                                       President and Chief Executive
                                       Officer of General Partner




               By:   /s/ PARITOSH K. CHOKSI
                   -------------------------------------
                   Paritosh K. Choksi
                   Executive Vice President of
                   General Partner, Principal
                   financial officer of registrant



               By:   /s/ DONALD E.  CARPENTER
                   ---------------------------------------
                   Donald E. Carpenter
                   Principal accounting
                   officer of registrant