April 20, 2005


Mail Stop 0510

Via U.S. mail and facsimile

Mr. Dean L. Cash
ATEL Capital Equipment Fund XI, LLC
600 California Street, 6th Floor
San Francisco, CA 94108

Re: 	ATEL Capital Equipment Fund XI, LLC
Sales Materials filed March 25, 2005
Form 10-KSB filed March 30, 2005
File No. 333-120276

Dear Mr. Cash:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to our comments.  If you disagree with a comment, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

SALES MATERIALS FILED MARCH 25, 2005

1. We reissue prior comment 5 as it applies to your Tri-Fold
Brochure
and Sales Brochure.

2. On page 29 of The Power of Diversification, please include the
balancing risk factor about return of capital.
FORM 10-KSB FILED MARCH 30, 2005

Item 8A. Controls and Procedures

3. In future filings, please update your rule references to refer
to
Rules 13a-15(e) and 15d-15(e).  In addition, please disclose in
future filings the conclusions made by your principal executive
and
principal financial officers regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the Form 10-KSB.  See Item 307 of Regulation S-B.

4. In future filings, please disclose any change in your internal
control over financial reporting that occurred during the last
fiscal
quarter that has materially affected or is reasonably likely to
materially affect your internal control over financial reporting.
See Item 308(c) of Regulation S-B.

*	*	*	*

      Please respond to these comments by amending your sales
materials and complying in future periodic reports.  Please
provide
us with a supplemental response that addresses each of our
comments
and notes the location of any corresponding revisions made in your
sales materials.  Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file.  We may raise additional comments after we review your
responses and revised sales materials.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
824-5578 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
Mark Webb, Legal Branch Chief, at (202) 942-1874 with any other
questions.

Sincerely,



Pamela A. Long
Assistant Director
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Mr. Dean L. Cash
April 20, 2005
Page 1 of 2




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE