COVER 5 filename5.txt [graphic omitted] ATEL Financial Services, LLC August 17, 2009 BY EDGAR AND OVERNIGHT DELIVERY Mr. Rufus Decker Accounting Branch Chief Division of Corporation Finance, Mail Stop 4631 Securities and Exchange Commission 450 Fifth Street. N.W. Washington, D.C. 20549-4631 Re: ATEL Cash Distribution Fund VII, L.P. (the "Company") Form 10-K for the fiscal year ended December 31, 2008 Form 10-Q for the period ended March 31, 2009 SEC File No. 0-24175 Dear Mr. Decker: This letter is in response to your letter dated August 7, 2009, addressed to me as Chief Financial Officer of the above-referenced Company, regarding the referenced reports. The Company's supplemental response to the comment in your letter is set forth below. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 Exhibit 31 1. Attached supplementally is the Company's Form 10-K/A filed concurrently with this letter to include the required certifications, complete with the previously omitted phrases. Please contact the undersigned with any further comments or questions concerning the Company's reports. Very truly yours, ATEL Cash Distribution Fund VII, L.P. By: ATEL Financial Services, LLC, its General Partner /s/ Paritosh K. Choksi ----------------------------------- By: Paritosh K. Choksi, Executive Vice President 600 California Street, 6th Floor, San Francisco, CA 84108 Main 415.989.8800 Facsimile 415.989.3796 www.atel.com Mr. Rufus Decker August 17, 2009 Page 2 cc: Ms. Nudrat Salik Staff Accountant Division of Corporation Finance, Mail Stop 4631 Securities and Exchange Commission Paul J. Derenthal, Esq. Mr. Samuel Schussler Mr. Tullus Miller