SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 2, 2007
                                                          --------------

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


          California               000-24175                     94-3248318
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                   (IRS Employer
      of incorporation)          File Number)                Identification No.)


     600 California Street, 6th Floor, San Francisco, California 94108-2733
- --------------------------------------------------------------------------------
               (Address of principal executive offices)          (Zip Code)


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

                                       N/A
    -------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 2.02   Results of Operation and Financial Condition

The registrant is currently assessing the need to restate financial statements
for the years ended December 31, 2004, 2003 and 2002, and the first two fiscal
quarters of 2005, as described in more detail under Item 4.02 below, which is
incorporated herein by reference.

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

On July 30, 2007, the registrant's manager determined that an error in the
accounting for a certain direct finance lease portfolio acquired in a prior year
was material in the aggregate for years prior to 2004. Related to this error,
two adjustments are required to restate the investment in equipment and leases,
on a net basis, for periods prior to January 1, 2004. The first adjustment is to
increase the recorded investment in equipment and leases, net, to adjust for
incorrect amortization of unearned direct financing lease income for periods
subsequent to the acquisition of the lease portfolio. A second adjustment is
required to record an increase in the investment in equipment and leases, net,
as certain leased assets were incorrectly depreciated after being renewed and
reclassified to operating lease assets from direct financing leases. The
registrant's manager is finalizing its analysis of the quantitative impact of
the required prior period adjustments. The registrant's manager, including the
officers of the manager acting as the registrant's audit committee, have
discussed the matters in this report and will continue to discuss this matter
with its registered public accounting firm. Accordingly, the registrant's
financial statements for the years ended December 31, 2004, 2003, and 2002, and
the first two fiscal quarters of 2005 should no longer be relied upon.

When the analysis of the registrant's manager is finalized, the registrant will
make appropriate cumulative adjustments to restate the misstated accounts as of
January 1, 2004. The registrant will also make appropriate adjustments to
restate the 2004 annual financial statements and interim financial statements
for the first two fiscal quarters of 2005, if necessary. The registrant
anticipates that it will complete its analysis and file any required amended
reports within 45 days from the date of this report.




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.

Dated:   August 2, 2007

                                ATEL Cash Distribution Fund VII, L.P.
                                By ATEL Financial Services, LLC,
                                General Partner of Registrant



                                     By:  /s/ Paritosh K, Choksi
                                          ---------------------------------
                                          Paritosh K. Choksi, Executive
                                          Vice President, Chief Financial
                                          Officer and Chief Operating Officer