Form 10K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

|X| Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 (fee required) For
the Year Ended December 31, 1996
OR
|_| Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 (no fee required)
For the transition period from ____ to ____

Commission File number 333-08879

ATEL Capital Equipment Fund VII, L.P.

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
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None

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 |_| No |X|

State the aggregate market value of voting stock held by non-affiliates of the
registrant.
Inapplicable

DOCUMENTS INCORPORATED BY REFERENCE

Prospectus dated November 26, 1996, filed pursuant to Rule 424(b) (Commission
File No. 33-08879) is hereby incorporated by reference into Part IV hereof.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|

Index to Exhibits on Page 19

PART I

Item 1: BUSINESS

General Development of Business

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

The Partnership is conducting a public offering of 15,000,000 units of Limited
Partnership interest (Units), at a price of $10 per Unit. As of December 31,
1996, the Partnership had received subscriptions for 93,542 ($935,420) Limited
Partnership Units in addition to the Initial Limited Partners' Units. No Units,
in addition to the Initial Limited Partners' Units, were issued or outstanding
as of December 31, 1996. At December 31, 1996, all of the subscriptions received
were being held in escrow. On January 6, 1997, subscriptions for the minimum
number of Units (120,000, $1,200,000) had been received and the General Partner
requested that the subscriptions, except those received from Pennsylvania
investors (400 units, $4,000), be released to the Partnership. On that date, the
Partnership commenced operations in its primary business (leasing activities).
As of February 13, 1997, the Partnership had received subscriptions for 774,425
units ($7,744,250) and the General Partner requested that the remaining funds in
escrow (from Pennsylvania investors) be released to the Partnership.

The Partnership's principal objectives are to invest in a diversified portfolio
of equipment which will (i) preserve, protect and return the Partnership's
invested capital; (ii) generate regular distributions to the partners of cash
from operations and cash from sales or refinancing, with any balance remaining
after certain minimum distributions to be used to purchase additional equipment
during the reinvestment period, ending 72 months after the end of the year in
which the Final Closing occurs and (iii) provide additional distributions
following the reinvestment period and until all equipment has been sold. The
Partnership is governed by its Limited Partnership Agreement.

Narrative Description of Business

The Partnership has acquired and intends to acquire various types of equipment
and to lease such equipment pursuant to "Operating" leases and "High Payout"
leases, where "Operating" leases are defined as being leases in which the
minimum lease payments during the initial lease term do not recover the full
cost of the equipment and "High Payout" leases recover at least 90% of such
cost. It is the intention of the General Partner that a majority of the
aggregate purchase price of equipment will represent equipment leased under
"High Payout" leases upon final investment of the Net Proceeds of the Offering
and that no more than 20% of the aggregate purchase price of equipment will be
invested in equipment acquired from a single manufacturer.

The Partnership will only purchase equipment for which a lease exists or for
which a lease will be entered into at the time of the purchase.

As of February 28, 1997, the Partnership had purchased equipment with a total
acquisition price of $7,421,906.

The Partnership's objective is to lease a minimum of 75% of the equipment
acquired with the net proceeds of the offering to lessees which (i) have an
aggregate credit rating by Moody's Investor service, Inc. of Baa or better, or
the credit equivalent as determined by the General Partner, with the aggregate
rating weighted to account for the original equipment cost for each item leased;
or (ii) are established hospitals with histories of profitability or
municipalities. The balance of the original equipment portfolio may include
equipment leased to lessees which, although deemed creditworthy by the General
Partner, would not satisfy the general credit rating criteria for the portfolio.

The equipment leasing industry is highly competitive. Equipment manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of equipment. The ability of the Partnership to keep the
equipment leased and/or operating and the terms of the acquisitions, leases and
dispositions of equipment depends on various factors (many of which are not in
the control of the General Partner or the Partnership), such as general economic
conditions, including the effects of inflation or recession, and fluctuations in
supply and demand for various types of equipment resulting from, among other
things, technological and economic obsolescence.

The General Partner will seek to limit the amount invested in equipment to any
single lessee to not more than 20% of the aggregate purchase price of equipment
owned at any time during the reinvestment period.

The business of the Partnership is not seasonal.

The Partnership has no full time employees.

Item 2. PROPERTIES

The Partnership does not own or lease any real property, plant or materially
important physical properties other than the equipment held for lease as set
forth in Item 1.

Item 3. LEGAL PROCEEDINGS

Inapplicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.

PART II

Item 5. MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS
AND RELATED MATTERS

Market Information

The Units are transferable subject to restrictions on transfers which have been
imposed under the securities laws of certain states. However, as a result of
such restrictions, the size of the Partnership and its investment objectives, to
the General Partner' knowledge, no established public secondary trading market
has developed and it is unlikely that a public trading market will develop in
the future.

Holders

As of December 31, 1996, a total of two investors were record holders of Units
in the Partnership.

Dividends

The Partnership does not make dividend distributions. However, the Limited
Partners of the Partnership are entitled to certain distributions as provided
under the Limited Partnership Agreement.

The General Partner shall have sole discretion in determining the amount of
distributions; provided, however, that the General Partner will not reinvest in
equipment, but will distribute, subject to payment of any obligations of the
Partnership, such available cash from operations and cash from sales or
refinancing as may be necessary to cause total distributions to the Limited
Partners for each year during the reinvestment period to equal $1.00 per Unit.

Item 6. SELECTED FINANCIAL DATA

The following table presents selected financial data of the Partnership at
December 31, 1996. This financial data should be read in conjunction with the
financial statements and related notes included under Item 8 of this report.

Weighted average Limited Partner Units outstanding 50

Total Assets $600

Total Long-term Non-recourse Debt None

Total Partners' Capital $600

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Capital Resources and Liquidity

The Partnership commenced its offering on November 29, 1996. As of December 31,
1996, all of the proceeds of the offering were held by the escrow agent. During
the funding period and until the Partnership's initial portfolio of equipment
has been purchased, funds which have been received, but which have not yet been
invested in leased equipment, are invested in interest-bearing accounts or
high-quality/short-term commercial paper. The Partnership's public offering
provides for a total maximum capitalization of $150,000,000.

During the funding period, the Partnership's primary source of liquidity is
subscription proceeds from the public offering of Units. The liquidity of the
Partnership will vary in the future, increasing to the extent cash flows from
leases and proceeds of asset sales 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 and proceeds from asset sales.

As another source of liquidity, the Partnership is expected to have 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 $90,000,000 revolving line of credit with a financial
institution that includes certain financial covenants. The line of credit
expires on October 28, 1997. As of December 31, 1996, the Partnership and
certain of its affiliates have borrowed $9,821,300 under the warehouse facility
(included in the $90,000,000 line of credit) and used the proceeds to purchase
assets under lease to several lessees. At such time as any of these assets are
transferred to the Partnership, any related borrowings would be assumed by the
Partnership. At December 31, 1996, $38,857,117 was available under the line of
credit.

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 and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet its immediate
cash requirements, 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, nor have they explored with lenders the
possibility of obtaining loans. There can be no assurance as to the terms of any
such financing or that the Partnership will be able to obtain such loans.

The General Partner expects that aggregate borrowings in the future will be
approximately 50% of aggregate equipment cost. In any event, the Agreement of
Limited Partnership limits such borrowings to 50% of the total cost of
equipment, in aggregate.

The Partnership commenced regular distributions, based on cash flows from
operations, beginning with the month of January 1997. The distribution was made
in February 1997.

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.

Results of Operations

As of January 7, 1997, subscriptions for the minimum amount of the offering
($1,200,000) had been received and accepted by the Partnership. As of that date,
the Partnership commenced operations in its primary business (leasing
activities). There were no operations in 1996. Because of the timing of the
commencement of operations and the fact that the initial portfolio acquisitions
have not been completed, the results of operations in 1997 are not expected to
be comparable to future periods. After the Partnership's public offering and its
initial asset acquisition stage terminate, the results of operations are
expected to change significantly.

Substantially all employees of the General Partner track time incurred in
performing administrative services on behalf of the Partnership. 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.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Notes to Financial Statements attached hereto at
pages 6 through 9.

REPORT OF INDEPENDENT AUDITORS

The Partners
ATEL Capital Equipment Fund VII, L.P.

We have audited the accompanying balance sheet of ATEL Capital Equipment Fund
VII, L.P. as of December 31, 1996 and the related statements of changes in
partners' capital and cash flows for the period from May 17, 1996 (inception)
through December 31,1996. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ATEL Capital Equipment Fund
VII, L.P. at December 31, 1996 and its changes in partners' capital and cash
flows for the period from May 17, 1996 (inception) through December 31,1996, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

San Francisco, California February 7, 1997, except for Note 5, as to which the
date is February 28, 1997

ATEL CAPITAL EQUIPMENT FUND VII, L.P.
(A Development Stage Enterprise)

BALANCE SHEET

DECEMBER 31, 1996

ASSETS

Cash $600
======

LIABILITIES AND PARTNERS' CAPITAL

Partners' capital:
General Partner $100
Limited Partners 500
------
Total partners' capital $600
======

STATEMENT OF CHANGES IN PARTNERS' CAPITAL

FOR THE PERIOD FROM MAY 17, 1996 (INCEPTION)
THROUGH DECEMBER 31, 1996

Limited Partners General
Units Amount Partner Total

Capital contributions 50 $500 $100 $600
==== ====== ====== =====

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 17, 1996 (INCEPTION)
THROUGH DECEMBER 31, 1996

Financing activities:
Capital contributions received $600
------
Net increase in cash 600
------
Cash at end of period $600
======

See accompanying notes.

ATEL CAPITAL EQUIPMENT FUND VII, L.P.
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. Organization and Partnership matters:

ATEL Capital Equipment Fund VII, L.P. (the Fund), was formed under the laws of
the State of California on May 17 , 1996, for the purpose of acquiring equipment
to engage in equipment leasing and sales activities. Contributions in the amount
of $600 were received as of July 17, 1996, $100 of which represented the General
Partner's (ATEL Financial Corporation's) continuing interest, and $500 of which
represented the Initial Limited Partners' capital investment.

As of December 31, 1996, the Fund had not commenced operations other than those
relating to organizational matters. The Fund, or the General Partner on behalf
of the Fund, will incur costs in connection with the organization, registration
and issuance of the Limited Partnership Units (Units). The amount of such costs
to be born by the Fund is limited by certain provisions of the Partnership
Agreement. Operations commenced January 7, 1997.

2. Income taxes:

The Partnership does not provide for income taxes since all income and losses
are the liability of the individual partners and are allocated to the partners
for inclusion in their individual tax returns.

3. Partners' capital:

As of December 31, 1996, 50 Units were issued and outstanding. The Fund's
registration statement with the Securities and Exchange Commission became
effective November 29, 1996. The Fund is authorized to issue up to 15,000,000
additional Units. As of December 31, 1996, subscriptions for 93,542 Units
($935,420) had been received by the Partnership and were being held by the
escrow agent. On January 6, 1997, the General Partner requested that the escrow
agent release the funds to the Partnership, except those funds received from
Pennsylvania investors (400 Units, $4,000). As of that date, subscriptions for
149,442 Units were accepted.

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated
92.5% to the Limited Partners and 7.5% to the General Partner.

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

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.

ATEL CAPITAL EQUIPMENT FUND VII, L.P.
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

3. Partners' capital (continued):

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.

4. Commitments and management:

The terms of the Limited Partnership Agreement provide that the General Partner
and/or affiliates are entitled to receive certain fees, in addition to those
described above, which are more fully described in Section 8 of the Limited
Partnership Agreement. The additional fees to management include fees for
equipment management and resale.

5. Lines of credit:

The Partnership participates with the General Partner and certain of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions which expires on October 28, 1997. 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.

Certain of the Affiliates had borrowed an aggregate of $9,821,300 under the
warehouse facility as of December 31, 1996.

The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of December
31, 1996. At December 31, 1996, $38,857,117 was available under this agreement.

6. Subsequent events:

As of February 28, 1997, the Partnership had received and accepted subscriptions
for 1,051,744 Units ($10,517,440), in addition to the Units issued to the
initial limited partners. As of that date, the Partnership had purchased assets
with a total cost of $7,421,906.

Item 9. CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
ACCOUNTING AND FINANCIAL DISCLOSURES

Inapplicable.

PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS

The registrant is a Limited Partnership and, therefore, has no officers or
directors.

All of the outstanding capital stock of ATEL Financial Corporation (the General
Partner) is held by ATEL Capital Group ("ACG"), a holding company formed to
control the General Partner and affiliated companies pursuant to a corporate
restructuring completed in July 1994. The outstanding capital stock of ATEL
Capital Group is owned 75% by A. J. Batt and 25% by Dean Cash, and was obtained
in the restructuring in exchange for their capital interests in ATEL Financial
Corporation.

Each of ATEL Leasing Corporation ("ALC"), ATEL Equipment Corporation ("AEC"),
ATEL Investor services ("AIS") and ATEL Financial Corporation ("AFC") is a
wholly-owned subsidiary of ATEL Capital Group and performs services for the
Partnership. Acquisition services are performed for the Partnership by ALC,
equipment management, lease administration and asset disposition service are
performed by AEC, investor relations and communications service are performed by
AIS and general administrative service for the Partnership are performed by AFC.
ATEL Securities Corporation ("ASC"), is a wholly-owned subsidiary of ATEL
Financial Corporation.

The officers and directors of ATEL Capital Group, ATEL Financial Corporation and
their affiliates are as follows:

A. J. Batt . . . . . . . . Chairman of the Board of Directors of ACG, AFC, ALC,
AEC, AIS and ASC; President and Chief Executive
Officer of ACG, AFC and AEC

Dean L. Cash . . . . . . . Director, Executive Vice President and Chief
Operating Officer of ACG, AFC, and AEC; Director,
President and Chief Executive Officer of ALC, AIS
and ASC

F. Randall Bigony . . . . Senior Vice President and Chief Financial Officer of
ACG, AFC, ALC, AIS and AEC

Donald E. Carpenter . . . Vice President and Controller of ACG, AFC, ALC, AEC
and AIS; Chief Financial Officer of ASC

Vasco H. Morais . . . . . General Counsel for ACG, AFC, ALC, AIS and AEC

William J. Bullock . . . . Director of Asset Management of AEC

Jeffrey A. Schwager . . . Vice President - Syndication of ALC

Russell H. Wilder . . . . Vice President - Credit of AEC

John P. Scarcella . . . . Vice President of ASC

A. J. Batt, age 60, founded ATEL in 1977 and has been its president and chairman
of the board of directors since its inception. From 1973 to 1977, he was
employed by GATX Leasing Corporation as manager-data processing and equity
placement for the lease underwriting department, which was involved in equipment
financing for major corporations. From 1967 to 1973 Mr. Batt was a senior
technical representative for General Electric Corporation, involved in sales and
support services for computer time-sharing applications for corporations and
financial institutions. Prior to that time, he was employed by North American
Aviation as an engineer involved in the Apollo project. Mr. Batt received a
B.Sc. degree with honors in mathematics and physics from the University of
British Columbia in 1961.

Dean L. Cash, age 46, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981, executive vice president since 1983 and a director
since 1984. Prior to joining ATEL, Mr. Cash was a senior marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980. From 1977 to 1979, he was employed by General Electric Corporation,
where he was an applications specialist in the medical systems division and a
marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A.
degree with a concentration in finance in 1975 from Florida State University.
Mr. Cash is an arbitrator with the American Arbitration Association.

F. Randall Bigony, age 39, joined ATEL in 1992 to review administrative
operations within ATEL Financial Corporation and to develop and implement
functional plans to support company growth. He currently oversees ATEL's
accounting, MIS and treasury functions. From 1987 until joining ATEL, Mr. Bigony
was president of F. Randall Bigony & Co., a consulting firm that provided
financial and strategic planning services to emerging growth companies. From
1983 to 1987, he was a manager with the accounting firm of Ernst & Whinney,
serving clients in its management consulting practice. Mr. Bigony received a
B.A. degree in business from the University of Massachusetts and an M.B.A.
degree in finance from the University of California, Berkeley. He is a founding
board member and acting treasurer of the I Have a Dream Foundation Bay Area
Chapter.

Donald E. Carpenter, age 48, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath, certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983, Mr. Carpenter was an audit senior with Deloitte, Haskins & Sells,
certified public accountants, in San Jose, California. From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter received a
B.S. degree in mathematics (magna cum laude) from California State University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 38, joined ATEL in 1989 as general counsel to provide legal
support in the drafting and reviewing of lease documentation, advising on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989, Mr. Morais was employed by the BankAmeriLease Companies, Bank of
America's equipment leasing subsidiaries, providing in-house legal support on
the documentation of tax-oriented and non-tax oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital
Companies in the Corporate and Securities Legal Department involved in drafting
and reviewing contracts, advising on corporate law matters and securities law
issues. Mr. Morais received a B.A. degree in 1982 from the University of
California in Berkeley and a J.D. degree in 1986 from Golden Gate University Law
School. Mr. Morais has been an active member of the State Bar of California
since 1986.

William J. Bullock, age 33, joined ATEL in 1991, as the director of asset
management. He assumed responsibility for the disposition of off-lease equipment
and residual valuation analysis on new lease transactions. Prior to joining
ATEL, Mr. Bullock was a senior member of the equipment group at McDonnell
Douglas Finance Corporation("MDFC") responsible for managing its $4 billion
portfolio of leases. Mr. Bullock was involved in negotiating sales and renewals
as well as preparing and inspecting equipment. Prior to joining MDFC in 1989,
Mr. Bullock was the Senior Negotiator at Equitable Leasing (a subsidiary of GE
Capital Equipment Corp.) in San Diego. At Equitable, he handled the end-of-lease
negotiations and equipment dispositions of a portfolio comprised of equipment
leased primarily to Fortune 200 companies. Mr. Bullock has been a member of the
Equipment Lessors Association ("ELA") since 1987 and has authored ELA industry
articles. He received a B.S. degree in Finance in 1987 from San Diego State
University and is pursuing his M.B.A.

Jeffrey A. Schwager, age 36, joined ATEL in 1991 as vice president - syndication
and is responsible for acquiring transactions from intermediaries as well as
debt and equity placement. Prior to joining ATEL, Mr. Schwager was a member of
General Electric Capital Corporation's Institutional Financing Group. There, he
was responsible for originating equipment lease and corporate finance
opportunities, as well as soliciting equipment portfolios in conjunction with
marketing a proprietary capital enhancement product. From 1985 through 1990, Mr.
Schwager held several positions with Bank Ireland/First Financial, most recently
Vice President Marketing, where he was responsible for originating and
negotiating tax-oriented leveraged lease financings for Fortune 500 companies.
From 1983 to 1985 Mr. Schwager was an Associate Consultant with The Bigelow
Company, a middle market investment banking and management consulting firm,
developing and implementing strategic plans for a number of clients. Prior to
The Bigelow Company, he worked for Petro-Lewis Corporation as a joint-interest
accountant. Mr. Schwager received his B.S. in Business Administration from
Babson College in 1982, majoring in Finance and Entrepreneurial Studies.

Russell H. Wilder, age 42, joined ATEL in 1992 as Vice President of ATEL
Business Credit, a wholly-owned subsidiary of ACG. Immediately prior to joining
ATEL, Mr. Wilder was a personal property broker specializing in equipment
leasing and financing and an outside contractor in the areas of credit and
collections. From 1985 to 1990 he was Vice President and Manager of Leasing for
Fireside Thrift Co., a Teledyne subsidiary, and was responsible for all aspects
of setting up and managing the department, which operated as a small ticket
lease funding source. From 1983 to 1985 he was with Wells Fargo Leasing
Corporation as Assistant Vice President in the credit department where he
oversaw all credit analysis on transactions in excess of $2 million. From 1978
to 1983 he was District Credit Manager with Westinghouse Credit Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with Honors in Agricultural Economics
and Business Management from the University of California at Davis. He has been
awarded the Certified Lease Professional designation by the Western Association
of Equipment Lessors.

John P. Scarcella, age 35, joined ATEL Securities as vice president in 1992. He
is involved in the marketing of securities offered by ASC. Prior to joining ASC,
from 1987 to 1991, he was employed by Lansing Pacific Fund, a real estate
investment trust in San Mateo, California and acted as director of investor
relations. From 1984 to 1987, Mr. Scarcella acted as broker dealer
representative for Lansing Capital Corporation, where he was involved in the
marketing of direct participation programs and REITs. Mr. Scarcella received a
B.S.C. degree with emphasis in investment finance in 1983 and an M.B.A. degree
with a concentration in marketing in 1991 from Santa Clara University.

Item 11. EXECUTIVE COMPENSATION

The registrant is a Limited Partnership and, therefore, has no officers or
directors.

Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to the General Partner and their affiliates. As of December 31, 1996, no
amounts have been paid to the General Partner by the Partnership.

Selling Commissions

The Partnership will pay selling commissions in the amount of 9.5% of Gross
Proceeds, as defined, to ATEL Securities Corporation, an affiliate of the
General Partner. Of this amount, the majority is expected to be reallowed to
other broker/dealers.

Through December 31, 1996, no such commissions had been either accrued or paid
to the General Partner or its affiliates.

Equipment Management Fees

As compensation for its service rendered generally in managing or supervising
the management of the Partnership's equipment and in supervising other ongoing
service and activities including, among others, arranging for necessary
maintenance and repair of equipment, collecting revenue, paying operating
expenses, determining the equipment is being used in accordance with all
operative contractual arrangements, property and sales tax monitoring and
preparation of financial data, the General Partner or its affiliates are
entitled to receive management fees which are payable for each fiscal quarter
and are to be in an amount equal to (i) 3.5% of the gross revenues from
"operating" leases and (ii) 2% of gross revenues from "full payout" leases which
contain net lease provisions.

Through December 31, 1996, no such fees had been either accrued or paid to the
General Partner or its affiliates.

Incentive Management Fees

As compensation for its service rendered in establishing and maintaining the
composition of the Partnership's equipment portfolio and its acquisition and
debt strategies and supervising fund administration including supervision the
preparation of reports and maintenance of financial and operating data of the
Partnership, Securities and Exchange Commission and Internal Revenue service
filings, returns and reports, the General Partner shall be entitled to receive
the Incentive management fee which shall be payable for each fiscal quarter.

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

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:

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.

Through December 31, 1996, no such fees had been either accrued or paid to the
General Partner or its affiliates.

Equipment Resale Fees

As compensation for service rendered in connection with the sale of equipment,
the General Partner shall be entitled to receive an amount equal to the lesser
of (i) 3% of the sales price of the equipment, or (ii) one-half the normal
competitive equipment sales commission charged by unaffiliated parties for such
service. Such fee is payable only after the Limited Partners have received a
return of their adjusted invested capital (as defined in the Limited Partnership
Agreement) plus 10% of their adjusted invested capital per annum calculated on a
cumulative basis, compounded daily, commencing the last day of the quarter in
which the limited partner was admitted to the Partnership. To date, none have
been accrued or paid.

Equipment Re-lease Fee

As compensation for providing re-leasing service, the General Partner shall
receive fees equal to 2% of the gross rentals or the comparable competitive rate
for such service relating to comparable equipment, whichever is less, derived
from the re-lease provide that (i) the General Partner or their affiliates have
and will maintain adequate staff to render such service to the Partnership, (ii)
no such re-lease fee is payable in connection with the re-lease of equipment to
a previous lessee or its affiliates, (iii) the General Partner or its affiliates
have rendered substantial re-leasing service in connection with such re-lease
and (iv) the General Partner or its affiliates are compensated for rendering
equipment management service. To date, none have been accrued or paid.

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 92.5% to the
Limited Partners and 7.5% to the general partner. In 1996, there were no
operations nor were there any allocations of income or loss to either the
General Partner or the Limited Partners.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Security Ownership of Certain Beneficial Owners

At December 31, 1996 two investors held beneficially more than 5% of the issued
and outstanding Units.

Security Ownership of Management

The shareholders of the General Partner are beneficial owners of Limited
Partnership Units as follows:

(1) (2) (3) (4)
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class

Limited Partnership Units A. J. Batt Initial Limited Partner Units 50.0000%
235 Pine Street, 6th Floor 25 Units ($250)
San Francisco, CA 94104 (owned by wife)

Limited Partnership Units Dean Cash Initial Limited Partner Units 50.0000%
235 Pine Street, 6th Floor 25 Units ($250)
San Francisco, CA 94104 (owned by wife)

Changes in Control

The Limited Partners have the right, by vote of the Limited Partners owning more
than 50% of the outstanding limited Partnership units, to remove a General
Partner.

The General Partner may at any time call a meeting of the Limited Partners or a
vote of the Limited Partners without a meeting, on matters on which they are
entitled to vote, and shall call such meeting or for vote without a meeting
following receipt of a written request therefor of Limited Partners holding 10%
or more of the total outstanding Limited Partnership units.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The responses to Item 11 of this report under the caption Executive
Compensation, are hereby incorporated herein by reference.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K

(a) Financial Statements and Schedules
1. Financial Statements
Included in Part II of this report:
Report of Independent Auditors
Balance Sheet at December 31, 1996
Statement of Changes in Partners' Capital for the
period from May 17, 1996 (inception) through
December 31, 1996
Statement of Cash Flows for the period from May 17,
1996 (inception) through December 31, 1996
Notes to Financial Statements

2. Financial Statement Schedules
Allschedules 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) Reports on Form 8-K for the fourth quarter of 1996
None

(28) Additional Exhibits

28.1 Prospectus dated November 29, 1996

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: 3/27/1997

ATEL Capital Equipment Fund VII, L.P.
(Registrant)

By: ATEL Financial Corporation,
General Partner of Registrant

By: /s/ A. J. Batt
-----------------------------------
A. J. Batt,
President and Chief Executive
Officer of ATEL Financial
Corporation (General Partner)

By: /s/ Dean Cash
-----------------------------------
Dean Cash,
Executive vice President of ATEL
Financial Corporation (General
Partner)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the persons in the capacities and on the dates
indicated.

SIGNATURE CAPACITIES DATE

/s/ A. J. Batt President, chairman and 3/27/1997
- --------------------- chief executive officer of
A. J. Batt ATEL Financial Corporation

/s/ Dean Cash Executive vice president and 3/27/1997
- --------------------- director of ATEL Financial
Dean Cash Corporation

/s/ F. Randall Bigony Principal financial officer 3/27/1997
- ----------------------- of registrant; principal
F. Randall Bigony financial officer of ATEL
Financial Corporation

/s/ Donald E. Carpenter Principal accounting officer 3/27/1997
- ------------------------ of registrant; principal
Donald E. Carpenter accounting officer of ATEL
Financial Corporation

Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:

No proxy materials have been or will be sent to security holders. An annual
report will be furnished to security holders subsequent to the filing of this
report on Form 10-K, and copies thereof will be furnished supplementally to the
Commission when forwarded to the security holders.

INDEX TO EXHIBITS

Index Number Exhibit

3 & 4 Agreement of Limited Partnership, included as
Exhibit B to Prospectus

28.1 Prospectus