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)

February 22, 2005

CEF Equipment Holding, L.L.C.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-118560-01	75-3066756
(Commission File Number)	(I.R.S. Employer Identification No.)

44 Old Ridgebury Road, Danbury, Connecticut	06810
(Address of Principal Executive Offices)	(Zip Code.)

(203) 796-5518

(Registrant’s Telephone Number, Including Area Code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

Item 8.01. Other Events.

None

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit

No. Document Description

99.1 Monthly Report dated February 22, 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 hereunto duly authorized.

CEF EQUIPMENT HOLDING, L.L.C.

(Registrant)

Dated: February 22, 2005 By: /s/ Michael Cipolla _______________

Name: Michael Cipolla

Title: Vice President

INDEX TO EXHIBITS

Exhibit Sequential

No. Document Description Page No.

99.1	Monthly Report dated February 22, 2005. . . . . . . 1

CEF EQUIPMENT HOLDING GE COMMERICAL EQUIP FIN SERIES 2004-1 8-K