FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

               For the quarterly period ended September 30, 2002
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to ________________________


                             Commission file number
                                     0-19139
                     ---------------------------------------


                           CNL Income Fund VIII, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Florida                                        59-2963338
----------------------------------             ---------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organiza                                Identification No.)


450 South Orange Avenue
Orlando, Florida                                            32801
--------------------------------              ----------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number
(including area code)                                  (407) 540-2000
                                              ----------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________


<page>


                                    CONTENTS




                                                                        Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                            1

                      Condensed Statements of Income                      2

                      Condensed Statements of Partners' Capital           3

                      Condensed Statements of Cash Flows                  4

                      Notes to Condensed Financial Statements             5-9

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                10-14

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        14

     Item 4.      Controls and Procedures                                14-15

Part II.

     Other Information                                                   16-17


<page>





                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                            September 30,             December 31,
                                                                                 2002                     2001
                                                                          -------------------      -------------------

 <c>

                              ASSETS

  Land and buildings on operating leases, net                                  $  18,356,470            $  15,726,970
  Net investment in direct financing leases                                        4,607,045                4,741,762
  Real estate held for sale                                                               --                  911,293
  Investment in joint ventures                                                     4,664,994                4,601,808
  Mortgage notes receivable                                                               --                  926,080
  Cash and cash equivalents                                                        1,495,078                2,085,133
  Certificate of deposit                                                             380,501                  378,889
  Receivables, less allowance for doubtful accounts
      of $7,514 and $1,114, respectively                                              13,375                   88,175
  Due from related parties                                                             5,042                   52,641
  Accrued rental income                                                            1,399,721                1,394,618
  Other assets                                                                        79,976                   69,874
                                                                          -------------------      -------------------

                                                                               $  31,002,202            $  30,977,243
                                                                          ===================      ===================


                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                          $     9,906              $     5,600
  Real estate taxes payable                                                           17,233                   10,654
  Distributions payable                                                              787,501                  787,501
  Due to related parties                                                              80,805                   75,482
  Rents paid in advance and security deposits                                         51,341                   52,096
                                                                          -------------------      -------------------
      Total liabilities                                                              946,786                  931,333

  Minority interest                                                                  105,278                  106,834

  Partners' capital                                                               29,950,138               29,939,076
                                                                          -------------------      -------------------

                                                                               $  31,002,202            $  30,977,243
                                                                          ===================      ===================

</TABLE>
           See accompanying notes to condensed financial statements.


                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                      Quarter Ended                    Nine Months Ended
                                                                      September 30,                      September 30,
                                                                 2002               2001             2002             2001
                                                             --------------    ---------------  ---------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                         $  596,687     $      472,527     $  1,581,152      $ 1,452,180
    Earned income from direct financing leases                     146,922            154,156          442,936          496,072
    Interest and other income                                        9,255             61,696           61,485          236,399
                                                             --------------    ---------------  ---------------  ---------------
                                                                   752,864            688,379        2,085,573        2,184,651
                                                             --------------    ---------------  ---------------  ---------------

Expenses:
    General operating and administrative                            62,323             50,602          211,182          262,626
    Property expenses                                               53,081             11,114           70,380           40,935
    State and other taxes                                               --                119           30,446           51,819
    Depreciation                                                    91,049             82,355          264,829          238,195
    Provision for write-down of assets                                  --                 --               --          299,479
                                                            --------------    ---------------  ---------------  ---------------
                                                                   206,453            144,190          576,837          893,054
                                                            --------------    ---------------  ---------------  ---------------

Income Before Gain on Sale of Assets, Minority
    Interest in Income of Consolidated Joint Venture
    and Equity in Earnings of Unconsolidated Joint
    Ventures                                                       546,411            544,189        1,508,736        1,291,597

Gain on Sale of Assets                                                  --                 --               --           28,301

Minority Interest in Income of Consolidated
    Joint Venture                                                   (3,252 )           (3,246 )         (9,634 )         (9,800 )

Equity in Earnings of Unconsolidated Joint Ventures                239,385            107,815          539,346          285,584
                                                             --------------    ---------------  ---------------  ---------------

Income from Continuing Operations                                  782,544            648,758        2,038,448        1,595,682
                                                             --------------    ---------------  ---------------  ---------------

Discontinued Operations (Note 6):
    Income from discontinued operations, net                            --             20,581           55,304           73,131
    Gain on disposal of discontinued operations, net                    --                 --          279,813               --
                                                             --------------    ---------------  ---------------  ---------------
                                                                        --             20,581          335,117           73,131
                                                             --------------    ---------------  ---------------  ---------------

Net Income                                                      $  782,544         $  669,339     $  2,373,565      $ 1,668,813
                                                             ==============    ===============  ===============  ===============

Income Per Limited Partner Unit
    Continuing operations                                        $    0.02          $    0.02       $     0.06        $    0.05
    Discontinued operations                                             --                 --             0.01               --
                                                             --------------    ---------------  ---------------  ---------------

Total                                                            $    0.02          $    0.02       $     0.07        $    0.05
                                                             ==============    ===============  ===============  ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                           35,000,000         35,000,000       35,000,000       35,000,000
                                                             ==============    ===============  ===============  ===============

</TABLE>
           See accompanying notes to condensed financial statements.




                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                                        Nine Months Ended           Year Ended
                                                                          September 30,            December 31,
                                                                               2002                    2001
                                                                       ---------------------     ------------------

 <c>

General partners:
    Beginning balance                                                         $     286,349           $    286,349
    Net income                                                                           --                     --
                                                                       ---------------------     ------------------
                                                                                    286,349                286,349
                                                                       ---------------------     ------------------

Limited partners:
    Beginning balance                                                            29,652,727             30,466,185
    Net income                                                                    2,373,565              2,336,546
    Distributions ($0.068 and $0.090 per
       limited partner unit, respectively                                        (2,362,503 )           (3,150,004 )
                                                                       ---------------------     ------------------
                                                                                 29,663,789             29,652,727
                                                                       ---------------------     ------------------

Total partners' capital                                                     $    29,950,138          $  29,939,076
                                                                       =====================     ==================

</TABLE>
           See accompanying notes to condensed financial statements.




                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                                2002               2001
                                                                           ---------------     --------------

 <c>

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                 $ 2,509,844        $ 2,496,805
                                                                           ---------------     --------------

    Cash Flows from Investing Activities:
       Additions to land and buildings on operating leases                     (2,894,329 )               --
       Proceeds from sale of assets                                             1,184,559            877,000
       Investment in joint ventures                                            (1,240,733 )         (865,942 )
       Return of capital from joint venture                                       265,926                 --
       Liquidating distribution from joint venture                              1,048,605            236,740
       Collections on mortgage notes receivable                                   917,857            481,210
       Investment in certificates of deposit                                     (376,202 )               --
       Redemption of certificate of deposit                                       368,111            347,396
                                                                           ---------------     --------------
              Net cash provided by investing activities                          (726,206 )        1,076,404
                                                                           ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (2,362,503 )       (2,362,503 )
       Distributions to holder of minority interest                               (11,190 )          (10,887 )
                                                                           ---------------     --------------
              Net cash used in financing activities                            (2,373,693 )       (2,373,390 )
                                                                           ---------------     --------------

Net Increase (Decrease) in Cash and Cash Equivalents                             (590,055 )        1,199,819

Cash and Cash Equivalents at Beginning of Period                                2,085,133          1,226,635
                                                                           ---------------     --------------

Cash and Cash Equivalents at End of Period                                    $ 1,495,078        $ 2,426,454
                                                                           ===============     ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of period                      $  787,501         $  787,501
                                                                           ===============     ==============

</TABLE>
           See accompanying notes to condensed financial statements.






                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


  1.     Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the  quarter  and  nine  months  ended  September  30,  2002 may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2002.  Amounts as of December  31, 2001,  included in the
         financial   statements,   have  been  derived  from  audited  financial
         statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund VIII, Ltd. (the  "Partnership") for the year ended December
         31, 2001.

         The  Partnership  accounts for its  approximate 88% interest in Woodway
         Joint  Venture  using  the  consolidation  method.   Minority  interest
         represents the minority joint venture partner's  proportionate share of
         the  equity  in  the  Partnership's  consolidated  joint  venture.  All
         significant   intercompany   accounts   and   transactions   have  been
         eliminated.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         In January 2002, the Partnership  reinvested a portion of the net sales
         proceeds it  received  from the sale of the  Property  in  Statesville,
         North Carolina,  and the prepaid principal received in 2001 relating to
         a promissory note, in a Denny's Property located in Ontario, Oregon, at
         an approximate cost of $654,400.

         In June 2002, the Partnership  reinvested the majority of the net sales
         proceeds it received  from the sale of the  Property in Baseball  City,
         Florida,  in a Taco Cabana  Property  located in Denton,  Texas,  at an
         approximate cost of approximately $1,147,600. The property was acquired
         from CNL Funding 2001-A,  LP, an affiliate of the general partners (see
         Note 7).

<page>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


3.       Land and Buildings on Operating Leases:

         In September  2002, the  Partnership  reinvested the prepaid  principal
         received in May 2002 relating to a promissory  note, in a Boston Market
         Property located in Eden Prairie,  Minnesota, at an approximate cost of
         $1,093,900.  The property was  acquired  from CNL Net Lease  Investors,
         L.P., an affiliate of the general partners (see Note 7).

4.       Investment in Joint Ventures:

         In June 2002, CNL Restaurant  Investments  II, in which the Partnership
         owns a 36.8%  interest,  sold its  property  in  Columbus,  Ohio to the
         tenant and  received  net sales  proceeds of  approximately  $1,215,700
         resulting  in a gain of  approximately  $448,300.  In  addition in June
         2002, this joint venture sold its property in Pontiac,  Michigan to the
         tenant  and  received  net sales  proceeds  of  approximately  $722,600
         resulting  in a loss of $189,800.  The joint  venture used the proceeds
         from the sale of the property in  Columbus,  Ohio to acquire a property
         in  Dallas,  Texas at an  approximate  cost of  $1,147,400.  The  joint
         venture  acquired  this  property  from  CNL  Funding  2001-A,  LP,  an
         affiliate  of the general  partners  (see Note 7). As of June 30, 2002,
         the  Partnership  had received  approximately  $265,900  representing a
         return of capital for its pro-rata  share of the  uninvested  net sales
         proceeds relating to the Property in Pontiac, Michigan. In August 2002,
         the  Partnership  reinvested  a portion  of the  return of capital in a
         Property in Kenosha,  Wisconsin  as  tenants-in-common  with CNL Income
         Fund XVII,  Ltd. ("CNL XVII"),  a Florida  limited  partnership  and an
         affiliate of the general partners, at an approximate cost of $1,883,000
         from an unrelated  third party.  The  Partnership  and CNL XVII entered
         into an agreement  whereby each co-tenant will share in the profits and
         losses of each  property in  proportion  to its  applicable  percentage
         interest.  As  of  September  30,  2002,  the  Partnership  contributed
         approximately $188,300 for a 10% interest in this property.

         In September  2002,  the  Partnership,  as  tenants-in-common  with CNL
         Income Fund IX,  Ltd.("CNL IX"), an affiliate of the general  partners,
         sold its property in  Libertyville,  Illinois,  to an  unrelated  third
         party for and received net sales proceeds of  approximately  $1,630,400
         resulting in a gain of approximately  $199,300. The Partnership owned a
         66%  interest in this  property.  The  Partnership  and CNL IX used the
         proceeds from the sale of the property to acquire a property in Buffalo
         Grove, Illinois at an approximate cost of $1,588,800.  The property was
         acquired  from CNL Net  Lease  Investors,  L.P.,  an  affiliate  of the
         general partners (see Note 7).

         The financial  results  relating to the  properties in Columbus,  Ohio;
         Pontiac,   Michigan;  and  Libertyville,   Illinois  are  reflected  as
         Discontinued Operations below.

         As of September 30, 2002,  Asheville  Joint  Venture,  CNL VIII, X, XII
         Kokomo  Joint  Venture and  Bossier  City Joint  Venture  each owns and
         leases one property,  and CNL Restaurant Investments II owns and leases
         five  properties,  to operators of national  fast-food or  family-style
         restaurants.  In addition,  the  Partnership  and  affiliates,  as four
         separate  tenancy-in  common  arrangements,  each  owned and leased one
         property  to  an  operator  of  national   fast-food  or   family-style
         restaurants.  The following presents the combined,  condensed financial
         information  for the  unconsolidated  joint ventures and the properties
         held as tenants-in-common with affiliates at:



<page>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


4.       Investment in Joint Ventures - continued:

<TABLE>
<CAPTION>

                                                                     September 30,           December 31,
                                                                         2002                    2001
                                                                   ------------------      -----------------
       
 <c>
               Land and buildings on operating leases, net             $  13,823,619           $ 10,448,870
               Net investment in direct financing leases                     989,560                     --
               Real estate held for sale                                          --              3,134,176
               Cash                                                           78,013                 38,224
               Restricted cash                                                31,144                     --
               Receivables                                                       257                 10,397
               Accrued rental income                                         181,211                124,469
               Liabilities                                                     4,513                  4,452
               Partners' capital                                          15,099,291             13,751,684


                                                            Quarter Ended             Nine Months Ended
                                                             September 30,              September 30,
                                                        2002              2001           2002            2001
                                                    -------------     -------------  -------------  ---------------
               Revenues                                $ 391,451         $ 308,128     $1,009,317       $  730,514
               Expenses                                  (78,383 )         (68,034 )     (214,405 )       (157,012 )
               Loss on sale of assets                         --                --             --          (61,864 )
                                                    -------------     -------------  -------------  ---------------
               Income from continuing
               operations                                313,068           240,094        794,912          511,638

               Discontinued operations:
                   Income from discontinued
                      operations, net                     32,975            75,108        173,750          224,213
               Gain on disposal of assets, net           199,281                --        457,786               --
                                                    -------------     -------------  -------------  ---------------
                                                         232,256            75,108        631,536          224,213
                                                    -------------     -------------  -------------  ---------------
               Net income                              $ 545,324         $ 315,202     $1,426,448       $  735,851
                                                    =============     =============  =============  ===============

</TABLE>


         The Partnership  recognized  income of $539,346 and $285,584 during the
         nine months ended September 30, 2002 and 2001,  respectively,  of which
         $239,385 and $107,815 were earned during the quarters  ended  September
         30, 2002 and 2001, respectively,  from these joint ventures and tenancy
         in common arrangements.

5.       Mortgage Notes Receivable:

         In connection  with the 1996 sale of its property in Orlando,  Florida,
         the  Partnership  accepted a promissory  note in the  principal  sum of
         $1,388,568,  representing  the gross  sales price of  $1,375,000,  plus
         tenant closing costs of $13,568 that the Partnership financed on behalf
         of the tenant.  During the nine months ended  September  30, 2002,  the
         borrower   repaid   the   outstanding   principal   in  the  amount  of
         approximately  $917,900.  This  amount was  applied to the  outstanding
         principal balance.


<page>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


6.       Discontinued Operations:

         In May 2002,  the  Partnership  sold its  property  in  Baseball  City,
         Florida to the tenant and received net sales proceeds of  approximately
         $1,184,600,  resulting in a gain on disposal of discontinued operations
         of approximately $279,800.

         The financial  results for this property are reflected as  Discontinued
         Operations  in the  accompanying  financial  statements.  The operating
         results of discontinued operations are as follows:

<TABLE>
<CAPTION>

                                                           Quarter Ended            Nine Months Ended September
                                                           September 30,                        30,
                                                       2002             2001            2002           2001
                                                  ---------------  --------------- --------------- --------------

 <c>
         Rental revenues                                  $   --       $   20,581       $  55,304     $   73,131
         Gain on disposal of assets                           --               --         279,813             --
                                                  ---------------  --------------- --------------- --------------
         Income from discontinued operations              $   --       $   20,581       $ 335,117     $   73,131
                                                  ===============  =============== =============== ==============
</TABLE>

7.       Related Party Transactions:

         In June 2002,  the  Partnership  acquired a property in Denton,  Texas,
         from CNL  Funding  2001-A,  LP, for a purchase  price of  approximately
         $1,147,600  (see Note 3). In  addition,  in June 2002,  CNL  Restaurant
         Investments II Joint Venture also acquired a property in Dallas, Texas,
         from CNL  Funding  2001-A,  LP, for a purchase  price of  approximately
         $1,147,400 (see Note 4). CNL Funding 2001-A,  LP is an affiliate of the
         general partners.  CNL Funding 2001-A, LP had purchased and temporarily
         held title to the properties in order to facilitate the  acquisition of
         the properties by the Partnership  and the Joint Venture.  The purchase
         price paid by the  Partnership  and the Joint Venture  represented  the
         costs  incurred  by CNL  Funding  2001-A,  LP to acquire  and carry the
         properties.

         In  September  2002,  the  Partnership  acquired  a  property,  in Eden
         Prairie,  Minnesota,  from CNL Net Lease Investors, L.P. ("NLI"), at an
         of  approximate  cost of  $1,093,900  (see  Note 3). In  addition,  the
         Partnership  and CNL IX,  as  tenants-in-common,  acquired  from  NLI a
         property  in  Buffalo  Grove,   Illinois  at  an  approximate  cost  of
         $1,588,800  (see note 4). During 2002,  and prior to the  Partnership's
         acquisition of these properties,  CNL Financial LP Holding,  LP ("CFN")
         and CNL Net Lease Investors GP Corp. ("GP Corp")  purchased the limited
         partner's  interest and general partner's  interest,  respectively,  of
         NLI.  Prior to this  transaction,  an  affiliate  of the  Partnership's
         general  partners  owned a 0.1% interest in NLI and served as a general
         partner of NLI.  The  original  general  partners  of NLI waived  their
         rights to benefit from this transaction.  The acquisition price paid by
         CFN for the  limited  partner's  interest  was  based on the  portfolio
         acquisition  price.  The  Partnership  acquired the properties at CFN's
         cost  and  did  not  pay  any  additional  compensation  to CFN for the
         acquisition of the  properties.  Each CNL entity is an affiliate of the
         Partnership's general partners.


<page>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


8.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental  revenues and mortgage
         interest income from individual  lessees,  each  representing more than
         ten percent of the  Partnership's  total  rental  revenues and mortgage
         interest  income  (including  the  Partnership's  share of total rental
         revenues from the  unconsolidated  joint ventures and the property held
         as tenants-in-common with affiliates of the general partners), for each
         of the nine months ended September 30:
<TABLE>
<CAPTION>

                                                                         2002               2001
                                                                    ---------------    ---------------

 <c>
                    Golden Corral Corporation                         $ 469,534         $  508,040
                    Carrols Corporation                                 295,942            292,603
                    Steak and Ale of Illinois, Inc. and Steak
                         and Ale of Colorado, Inc.                      247,863                N/A
</TABLE>

         In addition,  the following schedule presents total rental revenues and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing  more than ten percent of the  Partnership's  total rental
         revenues and mortgage  interest  income  (including  the  Partnership's
         share of total rental revenues from the  unconsolidated  joint ventures
         and the  property  held as  tenants-in-common  with  affiliates  of the
         general partners) for each of the nine months ended September 30:

<TABLE>
<CAPTION>
                                                                         2002               2001
                                                                    ---------------    ---------------

 <c>
                    Burger King                                       $ 588,847         $  640,239
                    Golden Corral Family Steakhouse
                        Restaurants                                     469,534            508,040
                    Bennigan's                                          247,863                N/A
</TABLE>

         The information denoted by N/A indicates that for the period presented,
         the tenant did not represent more than ten percent of the Partnership's
         total rental revenues and mortgage interest income.

8.       Concentration of Credit Risk - Continued:

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains will  significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.

<page>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

         CNL Income Fund VIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 18, 1989 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as  well  as  land  upon  which  restaurants  were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are  triple-net  leases,  with  the  lessees  responsible  for all  repairs  and
maintenance,  property taxes, insurance and utilities. As of September 30, 2001,
the Partnership owned 24 Properties directly and thirteen Properties indirectly,
through  joint  venture or tenancy in common  arrangements.  As of September 30,
2002,  the  Partnership  owned 26  Properties  directly and thirteen  Properties
indirectly, through joint venture or tenancy in common arrangements.

Capital Resources

         Cash from  operating  activities  (which  includes  cash  received from
tenants,  distributions  from joint  ventures,  and  interest  and other  income
received,  less cash paid for  expenses).  was $2,509,844 and $2,496,805 for the
nine months ended  September  30, 2002 and 2001,  respectively.  The increase in
cash from operating activities for the nine months ended September 30, 2002, was
a result of changes in the  Partnership's  working capital and changes in income
and expenses, as described in "Results of Operations" below.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 2002.

         In January 2002, the Partnership  reinvested a portion of the net sales
proceeds  it  received  from  the sale of the  Property  in  Statesville,  North
Carolina,  and the prepaid  principal  received in 2001 relating to a promissory
note, in a Denny's Property located in Ontario,  Oregon,  at an approximate cost
of $654,400.

         In February 2002, a tenant, Brandon Fast Food Services, Inc., filed for
bankruptcy.  As of September 30, 2002, the Partnership  has continued  receiving
rental payments  relating to this lease.  While the tenant has neither  rejected
nor affirmed the one lease it has with the Partnership  relating to the Property
in  Brandon,  Florida,  there can be no  assurance  that the  lease  will not be
rejected  in the  future.  The lost  revenues  that  would  result if the tenant
rejects this lease will have an adverse  effect on the results of  operations of
the  Partnership if the  Partnership is unable to lease the Property in a timely
manner.

         In connection  with the 1996 sale of its property in Orlando,  Florida,
the  Partnership  accepted a promissory note in the principal sum of $1,388,568,
representing  the gross sales price of $1,375,000,  plus tenant closing costs of
$13,568 that the Partnership  financed on behalf of the tenant. In May 2002, the
borrower  repaid  the  outstanding  principal  in the  amount  of  approximately
$917,900. In September 2002, the Partnership reinvested the prepaid principal in
a Boston Market Property located in Eden Prairie,  Minnesota,  at an approximate
cost of $1,093,900. The Property was acquired from CNL Net Lease Investors, L.P.
("NLI").  During  2002,  and  prior to the  Partnership's  acquisition  of these
properties,  CNL Financial LP Holding, LP ("CFN") and CNL Net Lease Investors GP
Corp. ("GP Corp") purchased the limited partner's interest and general partner's
interest,  respectively,  of NLI. Prior to this transaction, an affiliate of the
Partnership's  general  partners  owned a 0.1%  interest  in NLI and served as a
general partner of NLI. The original general partners of NLI waived their rights
to benefit  from this  transaction.  The  acquisition  price paid by CFN for the
limited  partner's  interest was based on the portfolio  acquisition  price. The
Partnership  acquired the property at CFN's cost and did not pay any  additional
compensation to CFN for the  acquisition of the property.  Each CNL entity is an
affiliate of the Partnership's general partners.

         In May 2002,  the  Partnership  sold its  property  in  Baseball  City,
Florida  to  the  tenant  and  received  net  sales  proceeds  of  approximately
$1,184,600  resulting  in a gain  on  disposal  of  discontinued  operations  of
approximately $279,800. In June 2002, the Partnership reinvested the majority of
the net sales  proceeds,  it received  from the sale of this  Property in a Taco
Cabana Property located in Denton,  Texas, at an approximate cost of $1,147,600.
In June  2002,  CNL  Restaurant  Investments  II Joint  Venture,  in  which  the
Partnership  owns a 36.8% interest,  sold its Property in Columbus,  Ohio to the
tenant and received net sales proceeds of approximately $1,215,700, resulting in
a gain of approximately  $448,300.  The joint venture used the proceeds from the
sale of the property in Columbus, Ohio to acquire a property in Dallas, Texas at
an approximate  cost of  $1,147,400.  The  Partnership  acquired the Property in
Denton,  Texas and the joint venture acquired the property in Dallas, Texas from
CNL Funding 2001-A,  LP, a Delaware limited  partnership and an affiliate of the
general  partners.  CNL Funding 2001-A,  LP had purchased and  temporarily  held
title to the Properties in order to facilitate the acquisition of the Properties
by the  Partnership  and the  Joint  Venture.  The  purchase  price  paid by the
Partnership and the Joint Venture  represented the costs incurred by CNL Funding
2001-A,  LP to acquire the Properties.  The general  partners believe that these
transactions,  or a portion thereof,  relating to the sales and the reinvestment
of the  net  sales  proceeds,  described  above,  will  qualify  as a  like-kind
transaction  for federal income tax purpose.  The  Partnership  anticipates  its
distributions  will be sufficient to enable the limited  partners to pay federal
and state income  taxes,  if any (at a level  reasonably  assumed by the general
partners), resulting from the transaction.

         In addition in June 2002, CNL  Restaurant  Investments II Joint Venture
sold its  property in Pontiac,  Michigan  to the tenant and  received  net sales
proceeds of approximately  $722,600 resulting in a loss of $189,800.  As of June
30, 2002, the Partnership  had received  approximately  $265,900  representing a
return of capital for its pro-rata  share of the  uninvested  net sales proceeds
relating to the Property in Pontiac,  Michigan.  In August 2002, the Partnership
reinvested  a portion of the return of capital to acquire a Property in Kenosha,
Wisconsin, as tenants-in-common, with CNL Income Fund XVII, Ltd. ("CNL XVII"), a
Florida  limited  partnership  and an affiliate of the general  partners,  at an
approximate  cost of $1,883,000 from an unrelated  third party.  The Partnership
and CNL XVII entered into  agreements  whereby each  co-tenant will share in the
profits and losses of each property in proportion to its  applicable  percentage
interest.  As of September 30, 2002, the Partnership  contributed  approximately
$188,300 for a 10% interest in this property.

         In September  2002,  the  Partnership,  as  tenants-in-common  with CNL
Income Fund IX, Ltd.("CNL IX"), an affiliate of the general  partners,  sold its
property in Libertyville, Illinois, to an unrelated third party and received net
sales proceeds of approximately  $1,630,400 resulting in a gain of approximately
$199,300. The Partnership owned a 66% interest in this property. The Partnership
and CNL IX, as a  tenancy  in  common,  used the  proceeds  from the sale of the
property to acquire a property in Buffalo Grove, Illinois at an approximate cost
of  $1,588,800.  The Property was acquired  from CNL Net Lease  Investors,  L.P.
("NLI").  During  2002,  and  prior to the  Partnership's  acquisition  of these
properties,  CNL Financial LP Holding, LP ("CFN") and CNL Net Lease Investors GP
Corp. ("GP Corp") purchased the limited partner's interest and general partner's
interest,  respectively,  of NLI. Prior to this transaction, an affiliate of the
Partnership's  general  partners  owned a 0.1%  interest  in NLI and served as a
general partner of NLI. The original general partners of NLI waived their rights
to benefit  from this  transaction.  The  acquisition  price paid by CFN for the
limited  partner's  interest was based on the portfolio  acquisition  price. The
Partnership  acquired the property at CFN's cost and did not pay any  additional
compensation to CFN for the  acquisition of the property.  Each CNL entity is an
affiliate of the Partnership's general partners. The Partnership anticipates its
distributions  will be sufficient to enable the limited  partners to pay federal
and state income  taxes,  if any (at a level  reasonably  assumed by the general
partners), resulting from the transaction.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions  to the  partners.  At September  30, 2002,  the  Partnership  had
$1,495,078 invested in such short-term investments, as compared to $2,085,133 at
December 31, 2001.  The decrease in cash and cash  equivalents  at September 30,
2002,  as compared to December 31, 2001,  was  primarily due to the fact that in
2002, the Partnership reinvested the prepaid principal received in 2001 relating
to a promissory  note, as described  above. The funds remaining at September 30,
2002, after payment of distributions and other liabilities, will be used to meet
the Partnership's working capital and other needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general  partners  believe  that the leases will  generate  net cash flow in
excess of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         Total liabilities of the Partnership,  including distributions payable,
increased to $946,786 at September 30, 2002, from $931,333 at December 31, 2001.
The general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  general  partners   determine  that  such  funds  are  available  for
distribution.   Based  on  cash  from  operations,   the  Partnership   declared
distributions  to limited  partners  of  $2,362,503  for each of the nine months
ended  September  30, 2002 and 2001  ($787,501  for each of the  quarters  ended
September 30, 2002 and 2001). This represents  distributions for each applicable
nine months of $0.068 per unit ($0.023 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended  September  30,  2002 and 2001.  No  amounts  distributed  to the  limited
partners for the nine months ended  September  30, 2002 and 2001 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         Total  rental  revenues  were  $2,024,088  for the  nine  months  ended
September  30,  2002,  as  compared  to  $1,948,252  for the nine  months  ended
September 30, 2001, of which  $743,609 and $626,683 were earned during the third
quarter of 2002 and 2001,  respectively.  The increase in rental revenues during
the quarter and nine months ended  September  30, 2002,  as compared to the same
periods  in 2001,  was  primarily  due to the fact that in 2002 the  Partnership
reinvested in two Properties in Ontario,  Oregon and Denton, Texas, as described
above in "Capital  Resources." In addition,  the increase in rental  revenues in
the current quarter is the result of a  reclassification  of a rental  allowance
granted  to a tenant  in the  previous  quarter  for  property  renovations,  as
described  below.  The increase in rental  revenues during the nine months ended
September 30, 2002, as compared to the same period in 2001, was partially offset
by the sale of a Property in 2001.

         During the nine months  ended  September  30,  2001,  the tenant of the
Property in North Fort Myers,  Florida,  vacated the Property and ceased  making
rental payments on this Property. As a result, the Partnership stopped recording
rental  revenues  relating to this  Property.  The lease was  terminated in July
2001. The increase during the nine months ended September 30, 2002 was partially
offset by the fact that in September  2001, the  Partnership  entered into a new
lease with a new tenant for this  Property for which  rental  payments are lower
than rents due under the previous lease; therefore, the Partnership expects that
rental  revenues in future  periods  will remain at reduced  amounts.  Rents due
commenced in December 2001. The  Partnership  re-leased this Property to the new
tenant with terms  substantially  the same as the  Partnership's  other  leases.
However,  the general  partners do not  anticipate  that any  decrease in rental
revenues  relating to the new lease will have a material  adverse  affect on the
Partnership's financial position or results of operations.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership  earned  $61,485 and  $236,399  respectively,  in interest and other
income,  of which  $9,255 and $61,696  were  earned  during the  quarters  ended
September  30, 2002 and 2001,  respectively.  The decrease in interest and other
income  during the  quarter  and nine  months  ended  September  30,  2002,  was
partially due to a reduction in interest income as a result of the prepayment of
principal on two mortgage notes of  approximately  $441,500 during 2001, and the
prepayment  of  principal on a third  mortgage  note of  approximately  $917,900
during 2002.  The  decrease in interest and other income  during the nine months
ended  September  30, 2002,  was also  partially due to the fact that during the
nine months ended September 30, 2001, the  Partnership  received and recorded as
income additional  amounts relating to a settlement from the Florida  Department
of Transportation  for a right of way taking relating to a parcel of land on its
Property in Brooksville,  Florida.  In addition,  interest and other income were
higher during the nine months ended  September 30, 2001, as compared to the same
period in 2002,  primarily due to higher  average cash balances  during the nine
months ended September 30, 2001.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership   recognized   income  of  $539,346  and   $285,584,   respectively,
attributable to net operating results by unconsolidated joint ventures, of which
income of  $239,385  and  $107,815  were  reported  during  the  quarters  ended
September  30, 2002 and 2001,  respectively.  The increase in operating  results
reported by joint ventures  during the nine months ended  September 30, 2002, as
compared to the same  periods in 2001,  was  partially  due to the fact that CNL
Restaurant  Investment II, Ltd., in which the Partnership owns a 36.8% interest,
sold its  property  in  Columbus,  Ohio to the  tenant  and  received  net sales
proceeds  of  approximately  $1,215,700  resulting  in a gain  of  approximately
$448,300.  In addition,  in June 2002, CNL Restaurant  Investments II, Ltd. sold
its property in Pontiac,  Michigan to the tenant and received net sales proceeds
of  approximately  $722,600  resulting  in a loss of $189,800.  The  Partnership
recognized its pro-rata  share of the net gain  resulting  from these sales,  as
described below.

         The increase in operating results reported by joint ventures during the
quarter  and nine  months  ended  September  30,  2002,  as compared to the same
periods in 2001,  was also  partially due to the fact that the  Partnership,  as
tenants-in-common  with CNL Income Fund IX,  Ltd.("CNL IX"), an affiliate of the
general partners,  sold its property in Libertyville,  Illinois, to an unrelated
third  party  and  received  net  sales  proceeds  of  approximately  $1,630,400
resulting  in a gain  of  approximately  $199,300.  The  Partnership  owns a 66%
interest in this property.  The Partnership recognized its pro-rata share of the
net gain resulting from this sale, as described below.

         Net operating  results reported by joint ventures also increased during
the nine months  ended  September  30,  2002,  as compared to the same period in
2001, partially due to the fact that in 2001 the Partnership invested in a joint
venture  and  in  three  Properties,   each  as  a  separate   tenants-in-common
arrangement,  with Florida  limited  partnerships  and affiliates of the general
partners. Net operating results reported by unconsolidated joint ventures during
the nine months ended  September 30, 2001 were lower,  when compared to the same
period  in 2002,  due to the sale of the  Property  owned  by  Middleburg  Joint
Venture  in March  2001.  In  connection  with  this  sale,  the  Joint  Venture
recognized a loss of approximately $61,900.

         During the nine months ended  September 30, 2002,  three lessees of the
Partnership and its consolidated joint venture,  (i) Golden Corral  Corporation,
(ii) Carrols Corporation and (iii) Steak and Ale of Illinois, Inc. and Steak and
Ale of Colorado,  Inc.  (which are  affiliated  entities under common control of
Metromedia  Restaurant  Group),  each  contributed  more than ten percent of the
Partnership's  total rental  revenues and mortgage  interest  income  (including
rental  revenues  from the  Partnership's  consolidated  joint  venture  and the
Partnership's  share of rental revenues from Properties  owned by joint ventures
and Properties  owned with affiliates as  tenants-in-common).  It is anticipated
that, based on the minimum annual rental payments required by the leases,  these
three  lessees  will  continue  to  contribute  more  than  ten  percent  of the
Partnership's  total rental revenues and mortgage  interest income. In addition,
during the nine months ended September 30, 2002, three restaurant chains, Burger
King, Golden Corral Family Steakhouse Restaurants and Bennigan's, each accounted
for more  than ten  percent  of the  Partnership's  total  rental  revenues  and
mortgage  interest  income  (including  rental  revenues from the  Partnership's
consolidated  joint venture and the Partnership's  share of rental revenues from
Properties  owned by  unconsolidated  joint ventures and  Properties  owned with
affiliates as tenants-in-common).  It is anticipated that these three restaurant
chains  each  will  continue  to  account  for  more  than  ten  percent  of the
Partnership's  total rental  revenues and mortgage  interest income to which the
Partnership  is  entitled  under the terms of the  leases.  Any failure of these
lessees or restaurant chains will materially affect the Partnership's  income if
the Partnership is not able to re-lease the Property in a timely manner.

         Operating expenses, including depreciation and amortization expense and
provision for  write-down  of assets were  $576,837 and  $893,054,  for the nine
months ended  September 30, 2002 and 2001,  respectively,  of which $206,453 and
$144,190 were incurred  during the quarters  ended  September 30, 2002 and 2001,
respectively.  Operating  expenses  were  higher  during the nine  months  ended
September 30, 2001, due to the fact that the Partnership recorded provisions for
write-down  of assets in the amounts of $181,815 and  $117,664,  relating to the
Properties in North Fort Myers, Florida, and Statesville, North Carolina, due to
the tenants  ceasing  operations  and vacating the  Properties.  The  provisions
represented  the difference  between the carrying value of the  Properties,  and
their fair value at September  30, 2001.  The  Partnership  also  incurred  real
estate taxes  relating to the Property in North Fort Myers,  Florida  during the
nine months ended September 30, 2001. In December 2001, the Partnership  entered
into a new lease  with a new  tenant,  for the  Property  in North  Fort  Myers,
Florida,  as described above, and the new tenant is responsible for the property
expenses.

         In addition,  the decrease in operating expenses during the nine months
ended September 30, 2002 was due to lower  administrative  expenses incurred for
servicing  the  Partnership  and its  Properties  and due to a decrease in state
taxes. The decrease in operating expenses during the nine months ended September
30, 2002, was partially offset by an increase in depreciation expense due to the
purchase  of two  Properties  during  2002 and the fact that  during  2001,  the
Partnership reclassified the lease relating to the Property in North Fort Myers,
Florida  from direct  financial  leases to  operating  leases as a result of the
tenant vacating the Property.

         The decrease in operating  expenses  during the quarter and nine months
ended  September 30, 2002, as compared to the same period in 2001, was partially
offset by the fact that during the nine months ended  September  30,  2002,  the
Partnership elected to reimburse the tenant of several Golden Corral for certain
renovation costs.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         The Property in  Statesville,  North Carolina was sold in May 2001, and
the Partnership received net sales proceeds of approximately  $877,000 resulting
in a gain of approximately $28,300.

         During the nine  months  ended  September  30,  2002,  the  Partnership
identified  and sold one Property  that met the criteria of this  standard.  The
financial results of this Property were classified as Discontinued Operations in
the accompanying  financial  statements.  The majority of the net sales proceeds
from the sale of this Property were reinvested in an income producing Property.

         During  the nine  months  ended  September  30,  2002,  CNL  Restaurant
Investments II Joint Venture,  in which the  Partnership  owns a 36.8% interest,
identified  and sold two Properties  that met the criteria of this standard.  In
addition,  during the nine months ended September 30, 2002, the Partnership,  as
tenants-in  common with CNL Income Fund IX,  Ltd.,  an  affiliate of the general
partners,  identified  and sold a Property  that also met the  criteria  of this
standard.   The  financial   results  of  these   Properties  were  reported  as
Discontinued   Operations  in  the  condensed  financial   information  for  the
unconsolidted  joint  ventures  and the  properties  held as tenants-  in-common
presented  in  the  footnotes  to the  accompanying  financial  statements.  The
majority  of the net  sales  proceeds  from the sale of  these  Properties  were
reinvested  in  additional  income  producing   Properties  owned  directly  and
indirectly,  through  joint  venture  and  tenancy  in common  arrangements,  as
discussed above in "Capital Resources."

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

ITEM 4.     CONTROLS & PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<page>

                           PART II. OTHER INFORMATION



Item 1.  Legal Proceedings.   Inapplicable.

Item 2.  Changes in Securities.  Inapplicable.

Item 3.  Defaults upon Senior Securities.  Inapplicable.

Item 4.  Submission of Matters to a Vote of Security Holders.  Inapplicable.

Item 5.  Other Information.  Inapplicable.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

              3.1  Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income  Fund  VIII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration   Statement  No.   33-31482  on  Form  S-11  and
                   incorporated herein by reference.)

              4.1  Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income  Fund  VIII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration   Statement  No.   33-31482  on  Form  S-11  and
                   incorporated herein by reference.)

              4.2  Amended and Restated Agreement of Limited  Partnership of CNL
                   Income Fund VIII, Ltd.  (Included as Exhibit 4.2 to Form 10-K
                   filed with the Securities and Exchange Commission on April 1,
                   1996, and incorporated herein by reference.)

              10.1 Management  Agreement  between CNL Income Fund VIII, Ltd. and
                   CNL Investment Company (Included as Exhibit 10.1 to Form 10-K
                   filed with the Securities and Exchange Commission on April 1,
                   1996, and incorporated herein by reference.)

              10.2 Assignment  of  Management   Agreement  from  CNL  Investment
                   Company  to CNL  Income  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.2 to Form  10-K  filed  with the  Securities  and
                   Exchange  Commission  on March  30,  1995,  and  incorporated
                   herein by reference.)

              10.3 Assignment  of  Management  Agreement  from CNL  Income  Fund
                   Advisors,  Inc.  to CNL  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.3 to Form  10-K  filed  with the  Securities  and
                   Exchange Commission on April 1, 1996, and incorporated herein
                   by reference.)

              10.4 Assignment of Management  Agreement  from CNL Fund  Advisors,
                   Inc. to CNL APF  Partners,  LP.  (Included as Exhibit 10.4 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 9, 2001, and incorporated herein by reference.)

              10.5 Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 14, 2002, and incorporated herein by reference.)

              99.1 Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

              99.2 Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

              (b)  Reports on Form 8-K

                   No reports on Form 8-K were filed  during the  quarter  ended
                   September 30, 2002.

<page>


                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 7TH  day of November, 2002.


                                           CNL INCOME FUND VIII, LTD.

                                           By:  CNL REALTY CORPORATION
                                                General Partner


                                                By:/s/ James M. Seneff, Jr.
                                                   -------------------------
                                                   JAMES M. SENEFF, JR.
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


                                               By:/s/ Robert A. Bourne
                                                  ---------------------------
                                                  ROBERT A. BOURNE
                                                  President and Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)
<page>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund VIII, Ltd. (the
"registrant"), certify that:

        1. I have reviewed this quarterly report on Form 10-Q of the registrant;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
           untrue  statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the  circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
           information included in this quarterly report,  fairly present in all
           material respects the financial condition,  results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined in Exchange Act Rules  13a-14 and 15d-14) for the  registrant
           and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5. The registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation,  to the registrant's  auditors and the
           audit  committee  of  registrant's  board of  directors  (or  persons
           performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

        6. The  registrant's  other  certifying  officer and I have indicated in
           this quarterly report whether or not there were  significant  changes
           in internal  controls or in other  factors  that could  significantly
           affect  internal  controls  subsequent to the date of our most recent
           evaluation,   including  any   corrective   actions  with  regard  to
           significant deficiencies and material weaknesses.

Date:  November 7, 2002


/s/ James M. Seneff, Jr.
------------------------
James M. Seneff, Jr.
Chief Executive Officer

<page>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

        I, Robert A. Bourne,  President and Treasurer of CNL Realty Corporation,
the corporate  general partner of CNL Income Fund VIII, Ltd. (the  "registrant")
certify that:

        1. I have reviewed this quarterly report on Form 10-Q of the registrant;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
           untrue  statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the  circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
           information included in this quarterly report,  fairly present in all
           material respects the financial condition,  results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined in Exchange Act Rules  13a-14 and 15d-14) for the  registrant
           and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5. The registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation,  to the registrant's  auditors and the
           audit  committee  of  registrant's  board of  directors  (or  persons
           performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

        6. The  registrant's  other  certifying  officer and I have indicated in
           this quarterly report whether or not there were  significant  changes
           in internal  controls or in other  factors  that could  significantly
           affect  internal  controls  subsequent to the date of our most recent
           evaluation,   including  any   corrective   actions  with  regard  to
           significant deficiencies and material weaknesses.


Date:  November 7, 2002


/s/ Robert A. Bourne
--------------------
Robert A. Bourne
President and Treasurer
<page>
                                  EXHIBIT INDEX

Exhibit Number


       (c)  Exhibits

              3.1     Affidavit and  Certificate  of Limited  Partnership of CNL
                      Income  Fund  VIII,  Ltd.  (Included  as  Exhibit  3.2  to
                      Registration  Statement  No.  33-31482  on Form  S-11  and
                      incorporated herein by reference.)

              4.1     Affidavit and  Certificate  of Limited  Partnership of CNL
                      Income  Fund  VIII,  Ltd.  (Included  as  Exhibit  3.2  to
                      Registration  Statement  No.  33-31482  on Form  S-11  and
                      incorporated herein by reference.)

              4.2     Amended and Restated  Agreement of Limited  Partnership of
                      CNL Income  Fund VIII,  Ltd.  (Included  as Exhibit 4.2 to
                      Form  10-K  filed  with  the   Securities   and   Exchange
                      Commission on April 1, 1996,  and  incorporated  herein by
                      reference.)

              10.1    Management  Agreement  between CNL Income Fund VIII,  Ltd.
                      and CNL  Investment  Company  (Included as Exhibit 10.1 to
                      Form  10-K  filed  with  the   Securities   and   Exchange
                      Commission on April 1, 1996,  and  incorporated  herein by
                      reference.)

              10.2    Assignment of  Management  Agreement  from CNL  Investment
                      Company to CNL Income Fund  Advisors,  Inc.  (Included  as
                      Exhibit  10.2 to Form 10-K filed with the  Securities  and
                      Exchange  Commission on March 30, 1995,  and  incorporated
                      herein by reference.)

              10.3    Assignment  of Management  Agreement  from CNL Income Fund
                      Advisors,  Inc. to CNL Fund  Advisors,  Inc.  (Included as
                      Exhibit  10.3 to Form 10-K filed with the  Securities  and
                      Exchange  Commission  on April 1, 1996,  and  incorporated
                      herein by reference.)

              10.4    Assignment of Management Agreement from CNL Fund Advisors,
                      Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
                      Form  10-Q  filed  with  the   Securities   and   Exchange
                      Commission on August 9, 2001, and  incorporated  herein by
                      reference.)

              10.5    Assignment of Management  Agreement from CNL APF Partners,
                      LP to CNL  Restaurants  XVIII,  Inc.  (Included as Exhibit
                      10.5 to Form 10-Q filed with the  Securities  and Exchange
                      Commission on August 14, 2002, and incorporated  herein by
                      reference.)

              99.1    Certification  of Chief  Executive  Officer  of  Corporate
                      General  Partner  Pursuant  to 18 U.S.C.  Section  1350 as
                      Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                      of 2002. (Filed herewith.)

              99.2    Certification  of Chief  Financial  Officer  of  Corporate
                      General  Partner  Pursuant  to 18 U.S.C.  Section  1350 as
                      Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                      of 2002. (Filed herewith.)

<page>

                                  EXHIBIT 99.1

<page>
                                  EXHIBIT 99.2