content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
           Date of Report (Date of earliest event reported): July 31, 2005
                                                             -------------
  
                        ATEL Capital Equipment Fund VII, L.P
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
           California                     000-24175                94-3248318
  --------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission               (IRS Employer
        of incorporation)                File Number)          Identification No.)
  
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  <PAGE>
  
  Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
  (b) and (d) As of July 31, 2005, Donald Carpenter, the registrant's principal
  accounting officer, resigned as controller of ATEL Capital Group and its
  affiliates, including ATEL Financial Services, LLC, the general partner of the
  registrant, and has thereby resigned as the registrant's principal accounting
  officer. Paritosh K. Choksi, executive vice president, chief financial officer
  and chief operating officer of ATEL Capital Group, ATEL Financial Services, LLC
  and their affiliates, has assumed the office of principal accounting officer of
  the registrant effective July 31, 2005.
  
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   August 1, 2005
  
                                ATEL Cash Distribution Fund VII, L.P.
                                By ATEL Financial Services, LLC,
                                General Partner of Registrant
  
                                By:  /s/ PARITOSH K. CHOKSI
                                     ------------------------------------
                                     Paritosh K. Choksi, Executive Vice President,
                                     Chief Financial Officer and Chief Operating
                                     Officer
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metadata_filer: {"company-data": {"conformed-name": "ATEL CAPITAL EQUIPMENT FUND VII LP", "cik": "0001019542", "assigned-sic": "7359", "irs-number": "943248318", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24175", "film-number": "05988013"}, "business-address": {"street1": "600 CALIFORNIA STREET 6TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4159898800"}, "mail-address": {"street1": "600 CALIFORNIA STREET", "street2": "SIXTH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported): July 31, 2005
                                                             -------------
  
                        ATEL Capital Equipment Fund VII, L.P
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
           California                     000-24175                94-3248318
  --------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission               (IRS Employer
        of incorporation)                File Number)          Identification No.)
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
  (b) and (d) As of July 31, 2005, Donald Carpenter, the registrant's principal
  accounting officer, resigned as controller of ATEL Capital Group and its
  affiliates, including ATEL Financial Services, LLC, the general partner of the
  registrant, and has thereby resigned as the registrant's principal accounting
  officer. Paritosh K. Choksi, executive vice president, chief financial officer
  and chief operating officer of ATEL Capital Group, ATEL Financial Services, LLC
  and their affiliates, has assumed the office of principal accounting officer of
  the registrant effective July 31, 2005.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   August 1, 2005
  
                                ATEL Cash Distribution Fund VII, L.P.
                                By ATEL Financial Services, LLC,
                                General Partner of Registrant
  
                                By:  /s/ PARITOSH K. CHOKSI
                                     ------------------------------------
                                     Paritosh K. Choksi, Executive Vice President,
                                     Chief Financial Officer and Chief Operating
                                     Officer