FORM 8-A




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                       ATEL Capital Equipment Fund XI, LLC
             (Exact name of registrant as specified in its charter)


       California                                                20-1357935
(State of incorporation                                       (I.R.S. Employer
    or organization)                                         Identification No.)



               600 California Street, 6th Floor
                  San Francisco, California             94018
           (Address of principal executive offices)   (Zip Code)




Securities to be registered pursuant to Section 12(b) of the Act:  None

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.      [X]

Securities Act registration file number to which this form related: 333-120276

Securities to be registered pursuant to Section 12(g) of the Act:

                         Limited Liability Company Units
                                (Title of Class)

Name of each exchange on which each class is to be registered:  None








                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

(a)   Capital stock.

      Inapplicable

(b)   Debt securities.

      Inapplicable

(c)   Warrants and rights.

      Inapplicable

(d)   Other securities.

     ATEL Capital Equipment Fund XI, LLC, a California limited liability
company, commenced a public offering of its Units of limited liability company
interest on April 11, 2005. The Units of limited liability company interest
in the Registrant (the "Units") are the securities subject to this registration
statement.

     The Registrant's governing instrument, and the instrument defining the
rights, preferences and privileges of the Units, is the Registrant's Amended and
Restated Limited Liability Company Operating Agreement (the "Operating
Agreement"), included as Exhibit B to the prospectus attached as Exhibit 2.1
hereto. All matters relating to distribution and allocation rights (prospectus
heading "Income Losses and Distributions" and Article 10 of the Operating
Agreement), redemption provisions (prospectus heading "Summary of the Operating
Agreement - Repurchase of Units" and Article 13 of the Operating Agreement),
voting rights (prospectus heading "Summary of the Operating Agreement - Voting
Rights of Members," Operating Agreement Article 16), liquidation rights
(prospectus heading "Income Losses and Distributions" and Articles 10 and 19 of
the Operating Agreement), liability to assessment (prospectus heading "Summary
of the Operating Agreement - Status of Units," Operating Agreement Article 7),
restrictions on alienability (prospectus heading "Summary of the Operating
Agreement - Transferability of Units," Operating Agreement Article 11), and all
other rights preferences and privileges attached to the Units are set forth in
the Operating Agreement and described in the prospectus, and there is hereby
incorporated herein by reference to the Operating Agreement and prospectus all
such information.

(e)   Market information for securities other than common equity.

      Inapplicable

(f)   American Depositary Receipts.

      Inapplicable

Item 2.  EXHIBITS

      2.1 The Registrant's prospectus dated April 11, 2005, including the
Registrant's Amended and Restated Limited Liability Company Operating Agreement
attached as Exhibit B to the prospectus, are hereby incorporated by reference,
pursuant to Rule 12b-32, to the prospectus included in the Registrant's
Registration Statement on Form S-1 filed November 8, 2004 (SEC File No.
333-120276).



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                                    SIGNATURE


      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Date:  March 23, 2006            ATEL Capital Equipment Fund XI, LLC

                                 By:   ATEL Financial Services, LLC, Manager


                                       By: /s/ DEAN L. CASH
                                           ------------------------
                                           Dean L. Cash, President and Chairman
















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                                INDEX TO EXHIBITS



Exhibit Number                  Exhibit

      2.1        Prospectus dated April 11, 2005, including the Registrant's
                 Amended and Restated Limited Liability Company Operating
                 Agreement attached as Exhibit B to the prospectus,
                 incorporated by reference, pursuant to Rule 12b-32, to
                 the prospectus included in the Registrant's Registration
                 Statement on Form S-1 filed November 8, 2004 (SEC
                 File No. 333-120276)