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): August 2, 2007
                                                            --------------
  
                        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 2.02   Results of Operation and Financial Condition
  
  The registrant is currently assessing the need to restate financial statements
  for the years ended December 31, 2004, 2003 and 2002, and the first two fiscal
  quarters of 2005, as described in more detail under Item 4.02 below, which is
  incorporated herein by reference.
  
  Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
              Audit Report or Completed Interim Review.
  
  On July 30, 2007, the registrant's manager determined that an error in the
  accounting for a certain direct finance lease portfolio acquired in a prior year
  was material in the aggregate for years prior to 2004. Related to this error,
  two adjustments are required to restate the investment in equipment and leases,
  on a net basis, for periods prior to January 1, 2004. The first adjustment is to
  increase the recorded investment in equipment and leases, net, to adjust for
  incorrect amortization of unearned direct financing lease income for periods
  subsequent to the acquisition of the lease portfolio. A second adjustment is
  required to record an increase in the investment in equipment and leases, net,
  as certain leased assets were incorrectly depreciated after being renewed and
  reclassified to operating lease assets from direct financing leases. The
  registrant's manager is finalizing its analysis of the quantitative impact of
  the required prior period adjustments. The registrant's manager, including the
  officers of the manager acting as the registrant's audit committee, have
  discussed the matters in this report and will continue to discuss this matter
  with its registered public accounting firm. Accordingly, the registrant's
  financial statements for the years ended December 31, 2004, 2003, and 2002, and
  the first two fiscal quarters of 2005 should no longer be relied upon.
  
  When the analysis of the registrant's manager is finalized, the registrant will
  make appropriate cumulative adjustments to restate the misstated accounts as of
  January 1, 2004. The registrant will also make appropriate adjustments to
  restate the 2004 annual financial statements and interim financial statements
  for the first two fiscal quarters of 2005, if necessary. The registrant
  anticipates that it will complete its analysis and file any required amended
  reports within 45 days from the date of this report.
  
  
  
  
  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 2, 2007
  
                                  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": "071021270"}, "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): August 2, 2007
                                                            --------------
  
                        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 2.02   Results of Operation and Financial Condition
  
  The registrant is currently assessing the need to restate financial statements
  for the years ended December 31, 2004, 2003 and 2002, and the first two fiscal
  quarters of 2005, as described in more detail under Item 4.02 below, which is
  incorporated herein by reference.
  
  Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
              Audit Report or Completed Interim Review.
  
  On July 30, 2007, the registrant's manager determined that an error in the
  accounting for a certain direct finance lease portfolio acquired in a prior year
  was material in the aggregate for years prior to 2004. Related to this error,
  two adjustments are required to restate the investment in equipment and leases,
  on a net basis, for periods prior to January 1, 2004. The first adjustment is to
  increase the recorded investment in equipment and leases, net, to adjust for
  incorrect amortization of unearned direct financing lease income for periods
  subsequent to the acquisition of the lease portfolio. A second adjustment is
  required to record an increase in the investment in equipment and leases, net,
  as certain leased assets were incorrectly depreciated after being renewed and
  reclassified to operating lease assets from direct financing leases. The
  registrant's manager is finalizing its analysis of the quantitative impact of
  the required prior period adjustments. The registrant's manager, including the
  officers of the manager acting as the registrant's audit committee, have
  discussed the matters in this report and will continue to discuss this matter
  with its registered public accounting firm. Accordingly, the registrant's
  financial statements for the years ended December 31, 2004, 2003, and 2002, and
  the first two fiscal quarters of 2005 should no longer be relied upon.
  
  When the analysis of the registrant's manager is finalized, the registrant will
  make appropriate cumulative adjustments to restate the misstated accounts as of
  January 1, 2004. The registrant will also make appropriate adjustments to
  restate the 2004 annual financial statements and interim financial statements
  for the first two fiscal quarters of 2005, if necessary. The registrant
  anticipates that it will complete its analysis and file any required amended
  reports within 45 days from the date of this report.
  
  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 2, 2007
  
                                  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