CORRESP 1 filename1.txt ATEL Capital Group Paritosh K. Choksi Executive Vice President & Chief Operating Officer November 14, 2005 BY EDGAR AND OVERNIGHT DELIVERY Mr. Rufus Decker Accounting Branch Chief Division of Corporation Finance, Mail Stop 0510 Securities and Exchange Commission 450 Fifth Street. N.W. Washington, D.C. 20549 Re: ATEL Capital Equipment Fund VIII, LLC (the "Company) Form 10-K for the fiscal year ended December 31, 2004 Forms 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 SEC File No. 0-33103 Dear Mr. Decker: The Company, in connection with the staff's review of the above referenced filing and its responses to staff comments, hereby acknowledges that: - The Company is responsible for the adequacy and accuracy of the disclosures in its filings; - Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and - the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. ATEL CAPITAL EQUIPMENT FUND VIII, LLC By: ATEL Financial Services, LLC a California limited liability company, Manager By: ATEL Leasing Corporation, Manager By: /s/ PARITOSH CHOKSI --------------------------- Paritosh Choksi, Chief Operating Officer and Chief Financial Officer 600 California Street, 6th Floor, San Francisco, CA 94108-2733 Direct 415.616.3407 Facsimile 415.616.5555 www.atel.com