SecProbe.io

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                                 LAW OFFICES OF
                           DERENTHAL & DANNHAUSER LLP
                           ONE POST STREET, SUITE 575
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 981-4844
                            FACSIMILE: (415) 981-4840

                                 March 11, 2005

BY FACSIMILE AND OVERNIGHT DELIVERY

Mr. Andrew Schoeffler
Division of Corporation Finance, Mail Stop 4-4
Securities and Exchange Commission
450 Fifth Street. N.W.
Washington, D.C. 20549
Facsimile:  202-942-9531

                  Re:      ATEL Capital Equipment Fund XI, LLC
                           Registration Statement on Form S-1
                           SEC File No. 333-120276

Dear Mr. Schoeffler:

         We are responding supplementally to comments on pre-effective amendment
no. 3 to the registration statement on Form S-1 as set forth in Ms. Long's
letter dated March 8, 2005. The numbered responses below correspond to the
numbered comments in the letter. As we discussed by telephone, we are responding
to these comments supplementally in order to permit the filing of pre-effective
amendment no. 4 to the registration statement with changes that you have
confirmed are acceptable. In that way, we would hope to request acceleration of
effectiveness concurrently or promptly following that amendment.

         1. As we discussed by telephone, we will review the entire prospectus
to assure that all type sizes and styles are consistent and in compliance with
the legibility and readability guidelines of the "plain English" rules and
related releases. We further undertake to provide the staff with a proof of the
typeset prospectus when it is prepared after the effective date in order to
permit a review of the actual type and format to be used in the final
prospectus.

         2. We attach marked pages of the prospectus from the cover page, and
from the prospectus disclosure under the captions "Summary," "Risk Factors" and
"Prior Performance Summary" showing the changes we propose to make to the
prospectus to be filed with pre-effective amendment no. 4.

<PAGE>

Mr. Andrew Schoeffler
March 11, 2005
Page 2

         3. We have been advised that the auditors are in discussions with the
staff concerning the language to be included in the audit report. The amendment
will include a revised audit report with any changes determined by the staff and
auditors to be appropriate.

         We will respond to comments 4, 5 and 6 on the supplemental sales
material under separate cover. We will include complete copies of the materials
reflecting all changes to date from the initial filing. The revised materials
will reflect the cover page bullet point risk factor as finally determined on
your review of the enclosed pages.

         Please contact me with any further questions or comments you may have
concerning this filing, and, if these proposed changes are acceptable, to advise
us that we are clear to file the final pre effective amendment and request
acceleration of effectiveness.

                                Very truly yours,

                                Paul J. Derenthal

cc:      Mr. Paritosh Choksi
         Ms. Elif Kuvvetli
         Mr. Donald Carpenter
         Mr. Hubert Ban
         Ms. Pamela A. Long
         Ms. Meagan Caldwell

<PAGE>

                                      ATEL
                         CAPITAL EQUIPMENT FUND XI, LLC
                         Limited Liability Company Units

ATEL Capital Equipment Fund XI, LLC will buy a diversified portfolio of
primarily low-technology equipment leased to corporations. ATEL Financial
Services, LLC is the Fund's Manager. The Fund will collect lease payments and
eventually sell the equipment. Its objective will be to distribute to investors
the lease payments and sales proceeds remaining after it pays its expenses and
fees. The Fund intends to use approximately 87% of the capital it raises from
the sale of Units to purchase its investments in equipment. At least an
additional one-half of one percent of its initial capital will be held as
capital reserves. Of the remaining capital, 9% will be used to pay selling
commissions and up to 3.5% will be used to pay other offering and organization
expenses.

A PURCHASE OF UNITS INVOLVES SIGNIFICANT RISKS. See "Risk Factors" on page 9.
Risks include:

o Most of the Fund's distributions will be, and most of the prior ATEL programs'
  distributions have been, a return of capital;

o Economic recession and changes in general economic conditions, including,
  fluctuations in demand for equipment, lease rates, and interest rates may, and
  in certain past programs have, resulted in delays in investment and
  reinvestment, delays in leasing, re-leasing and disposition of equipment, and
  reduced returns on invested capital;

o The Fund's performance is subject to  risks relating to lessee defaults;

  The Fund's performance is subject to  risks relating to the value of equipment
  at the end of its leases;

o The  Fund  will  borrow  to buy  equipment  and,  if  Fund  revenues  are
  insufficient to repay borrowed funds, the Fund could incur a loss of equipment
  used as collateral;

o No market exists for the Units, and an investor may be unable to sell his
  Units or able to sell the Units only at a significant discount;

o Except as may be set forth in a supplement to this Prospectus, the Fund has
  not specified any of its equipment investments, so that investors cannot
  evaluate the risks or potential returns from such investments;

o Investors must rely on ATEL to manage the Fund; and

o The Fund will pay ATEL substantial fees.

o The Fund does not guarantee its distributions or the return of investors'
  capital.

The Fund is offering a total of 15,000,000 of its Units of limited liability
company interest for a price of $10 per Unit. An investor must purchase a
minimum of 500 Units. No Units will be sold unless a minimum of $1,200,000 in
cash is received within one year from the start of the offering. If the minimum
funding is achieved, the offering will continue until the earlier of sale of all
15,000,000 Units or ________, 2007 (a date two years from the date of this
Prospectus), unless the offering is terminated earlier in the discretion of the
Manager. The Fund will deposit its subscriptions in a bank escrow account until
that amount is received. Upon the earlier of termination of the offering or
satisfaction of the escrow condition, any interest which accrues on funds held
in escrow will be distributed to subscribers and allocated among them on the
basis of the respective amounts of the subscriptions and the number of days that
such amounts were on deposit in the escrow account. Rejected subscriptions will
be returned without interest or reduction within 30 days of receipt. The
offering will be made by unaffiliated broker dealers in a selling group managed
by ATEL Securities Corporation, a broker dealer affiliated with the Manager,
acting as Dealer Manager. The brokers selling the Units are not required to sell
any specific number of Units, but will use their best efforts to sell Units.

                                       1

<PAGE>
                             SUMMARY OF THE OFFERING

     This summary outlines the main points of the offering. The summary does not
replace the more detailed information found in the remainder of this Prospectus.
All prospective investors are urged to read this Prospectus in its entirety.

     The Fund: The Fund is a California limited liability company, which intends
to invest in a variety of types of equipment and to lease the equipment to
corporations. The Fund expects to acquire mostly low-technology equipment such
as the basic equipment used by companies in the manufacturing, mining and
transportation industries. The portfolio will also include some more
high-technology equipment, such as communications equipment, medical equipment
and office equipment. The Fund will seek to buy equipment and leases that will
produce lease payments and eventual sales prices that will provide a favorable
return on its investments and cash distributions to its investors. The Fund's
equipment will primarily be leased to major publicly owned corporations. Some of
its equipment investments will finance capital equipment for other public and
private companies, including emerging growth companies. In some of these
investments, the Fund may acquire equity interests and warrants and rights to
purchase equity interests in these companies.

     Management: The Manager of the Fund is ATEL Financial Services, LLC. ATEL
and its family of related ATEL companies will provide various services to the
Fund, including asset management and company administration. ATEL will be
responsible for supervising all of the Fund's business and affairs. ATEL will
act as a fiduciary to the Fund, and, consequently, is required to exercise good
faith and integrity in all dealings with respect to Fund affairs. The Fund will
have no direct employees, though it will reimburse the Manager and its
affiliates for the cost of their personnel engaged in the business of the Fund.
The Manager and its Affiliates will make all business decisions on behalf of the
Fund. The offices of the Fund and ATEL are located at 600 California Street, 6th
Floor, San Francisco, California 94108, and its telephone numbers are (415)
989-8800 and (800) 543-ATEL (2835).

     Risk Factors:   An investment in Units involves risks, including the
following:

     --   Most of the Fund's distributions will be, and most of the prior ATEL
          programs' distributions have been, a return of capital. The portion of
          total distributions that will be a return of capital and the portion
          that will be investment income at the end of the Fund will depend on a
          number of factors in the Fund's operations, and cannot be determined
          until all of its equipment is sold and an investor can compare the
          total amount of all cash distributions to the total capital invested.
          In this regard, investors should note that prior completed ATEL
          programs have made aggregate distributions over the course of their
          eight to ten year terms in amounts equal to 100% of investors' capital
          plus additional returns on invested capital equal to from 21% to 32%
          of investors' capital (not annually, but over their entire terms).

     --   The Fund's performance will be subject to risks relating to changes in
          general economic conditions, including fluctuations in demand for
          equipment, lease rates and interest rates. These changes may, and in
          certain past programs have, resulted in delays in investment and
          reinvestment, delays in leasing, re-leasing and disposition of
          equipment, and reduced returns on invested capital. The success of the
          Fund will be subject to these risks inherent in the equipment leasing
          business that may adversely affect the ability of the Fund to acquire,
          lease and sell equipment, and to finance its portfolio, on terms which
          will permit it to generate profitable rates of return for investors.

     --   The Fund's performance is subject to risks relating to lessee
          defaults. The Fund may be harmed if a lessee defaults on its lease and
          the Fund is unable to collect the lease revenue anticipated from the
          defaulted leases.

     --   The Fund's performance is subject to risks relating to the value of
          equipment at the end of its leases. In negotiating leases, the Manager
          will assume a value for the equipment at the end of the lease. The
          Fund cannot assure that its value assumptions will be accurate or that
          the equipment will not lose value more rapidly than anticipated.

     --   The Fund will borrow to buy equipment investments and, if Fund
          revenues are insufficient to repay borrowed funds, the Fund could
          incur a loss of equipment used as collateral. The Fund can expect to

                                       7
<PAGE>

     --  Status of Units. Under the Operating Agreement, each Unit will be fully
         paid and nonassessable and all Units have equal voting and other
         rights, except there are limitations on the voting of Units held by
         ATEL.

     --  Term and Dissolution. The Fund intends to begin selling its assets and
         distributing all available cash to its Members beginning after the end
         of the sixth full year following the end of the offering, with the
         final distribution expected approximately ten to eleven years after the
         termination of the offering. In any event, the Fund must end no later
         than December 31, 2025.

     --  Books of Account and Records. ATEL is responsible under the Operating
         Agreement for keeping books of account and records of the Fund showing
         all of the contributions to the capital of the Fund and all of the
         expenses and transactions of the Fund. These books of account and
         records will be kept at the principal place of business of the Fund in
         the State of California, and each Member and his authorized
         representatives shall have, at all times during reasonable business
         hours, free access to and the right to inspect and copy at their
         expense the books of the Fund, and each Member shall have the right to
         compel the Fund to deliver copies of certain of these records on
         demand.

     --  Indemnification of ATEL. The Operating Agreement provides that ATEL and
         its related companies who perform services for the Fund will be
         indemnified against certain liabilities.

     Plan of Distribution: The Units will be offered through ATEL Securities
Corporation, the dealer manager, who will organize a group of other
broker-dealers who are members of the National Association of Securities
Dealers, Inc. ("NASD").

     Until subscriptions for a total of 120,000 Units are received and accepted,
all offering proceeds will be deposited in an escrow account. Upon receipt and
acceptance of subscriptions to a minimum of 120,000 Units, the subscription
proceeds will be released to the Fund. The offering will terminate not later
than two years from the date of this Prospectus.

     Glossary: See the definitions listed in "Glossary" below for a complete
list of defined terms used in this Prospectus and the Operating Agreement.

                                  RISK FACTORS

     The purchase of Units involves various risks. Therefore, investors should
consider the following material risk factors before making a decision to
purchase Units.

     Most of the Fund's distributions from lease revenues are expected to be a
return of capital. The portion of total distributions that will be a return of
capital and the portion that will be investment income at the end of the Fund
will depend on a number of factors in the Fund's operations, and cannot be
determined until all of its equipment is sold and an investor can compare the
total amount of all cash distributions to the total capital invested. In this
regard, investors should note that prior completed ATEL programs have made
aggregate distributions over the course of their eight to ten year terms in
amounts equal to 100% of investors' capital plus additional returns on invested
capital equal to from 21% to 32% of investors' capital (not annually, but over
their entire terms).

     The success of the Fund will be subject to risks inherent in the equipment
leasing business that may adversely affect the ability of the Fund to acquire,
lease and sell equipment, and to finance its portfolio, on terms which will
permit it to generate profitab