Exhibit 32.2

                                  CERTIFICATION

I, Paritosh K. Choksi, Executive Vice President of ATEL Financial Services, LLC,
General Partner of ATEL Cash  Distribution  Fund VII, L.P. (the  "Partnership"),
certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, 18 U.S.C.
Section 1350, that:

1. The Quarterly  Report on Form 10-Q of the  Partnership  for the quarter ended
June 30, 2004 (the  "Report")  fully complies with the  requirements  of Section
13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:
August 11, 2004


/s/ Paritosh K. Choksi
--------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal Financial Officer of Registrant


A signed  original of this  written  statement  required by Section 906 has been
provided  to the  Partnership  and  will  be  retained  by the  Partnership  and
furnished to the Securities and Exchange Commission or its staff upon request.