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 June 30, 2003
   --------------------------------------------------------------------------

                                       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 organization)                         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 ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X



<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

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                 6-8

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                         8

     Item 4.      Controls and Procedures                                 8


Part II.

     Other Information                                                    9-10





<PAGE>

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

<TABLE>
<CAPTION>

                                                                             June 30,                December 31,
                                                                               2003                      2002
                                                                         ------------------       -------------------

 <c>
                             ASSETS

Real estate properties with operating leases, net                            $  18,054,565             $  18,256,782
Net investment in direct financing leases                                        4,458,872                 4,559,231
Investment in joint ventures                                                     4,581,642                 4,609,998
Cash and cash equivalents                                                        1,558,516                 1,571,487
Certificates of deposit                                                            385,306                   382,249
Receivables, less allowance for doubtful accounts
    of $15,033 and $9,084, respectively                                              1,363                    82,220
Accrued rental income                                                            1,374,354                 1,392,675
Other assets                                                                        78,340                    87,223
                                                                         ------------------       -------------------

                                                                             $  30,492,958             $  30,941,865
                                                                         ==================       ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     13,083               $     3,622
Real estate taxes payable                                                           25,194                     3,207
Distributions payable                                                              787,501                   962,501
Due to related parties                                                              71,646                    69,383
Rents paid in advance and deposits                                                 109,309                    87,173
                                                                         ------------------       -------------------
    Total liabilities                                                            1,006,733                 1,125,886

Minority interest                                                                  103,573                   104,755

Partners' capital                                                               29,382,652                29,711,224
                                                                         ------------------       -------------------

                                                                             $  30,492,958             $  30,941,865
                                                                         ==================       ===================
</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


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


                                                            Quarter Ended                   Six Months Ended
                                                              June 30,                          June 30,
                                                       2003              2002             2003            2002
                                                   --------------    --------------  ---------------  --------------

 <c>
Revenues:
    Rental income from operating leases               $  574,350        $  510,336      $ 1,148,703     $ 1,014,534
    Earned income from direct financing leases           142,239           146,359          286,091         296,014
    Contingent rental income                               6,282             5,004            2,750           9,247
    Interest and other income                              2,782            24,314            6,067          52,230
                                                   --------------    --------------  ---------------  --------------
                                                         725,653           686,013        1,443,611       1,372,025
                                                   --------------    --------------  ---------------  --------------

Expenses:
    General operating and administrative                  63,277            71,557          140,363         154,992
    Property related                                       7,504            48,154           22,138          50,482
    State and other taxes                                     --                --           45,737          30,446
    Depreciation                                          99,690            87,824          202,217         173,780
                                                   --------------    --------------  ---------------  --------------
                                                         170,471           207,535          410,455         409,700
                                                   --------------    --------------  ---------------  --------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures            555,182           478,478        1,033,156         962,325

Minority Interest in Income of Consolidated
    Joint Venture                                         (3,113 )          (3,240 )         (6,329 )        (6,382 )

Equity in Earnings of Unconsolidated Joint
    Ventures                                             109,088           198,391          219,603         299,961
                                                   --------------    --------------  ---------------  --------------

Income from Continuing Operations                        661,157           673,629        1,246,430       1,255,904
                                                   --------------    --------------  ---------------  --------------

Discontinued Operations:
    Income from discontinued operations                       --            16,972               --          55,304
    Gain on disposal of discontinued operations               --           279,813               --         279,813
                                                   --------------    --------------  ---------------  --------------
                                                              --           296,785               --         335,117
                                                   --------------    --------------  ---------------  --------------

Net Income                                            $  661,157        $  970,414      $ 1,246,430     $ 1,591,021
                                                   ==============    ==============  ===============  ==============

Income Per Limited Partner Unit
    Continuing operations                              $   0.019         $   0.020        $   0.036       $   0.035
    Discontinued operations                                   --             0.008               --           0.010
                                                   --------------    --------------  ---------------  --------------

                                                       $   0.019         $   0.028        $   0.036       $   0.045
                                                   ==============    ==============  ===============  ==============

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.

<PAGE>


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


                                                                         Six Months Ended           Year Ended
                                                                             June 30,              December 31,
                                                                               2003                    2002
                                                                        --------------------     ------------------

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

Limited partners:
    Beginning balance                                                            29,424,875             29,652,727
    Net income                                                                    1,246,430              3,097,152
    Distributions ($0.045 and $0.095 per
       limited partner unit, respectively)                                       (1,575,002 )           (3,325,004 )
                                                                        --------------------     ------------------
                                                                                 29,096,303             29,424,875
                                                                        --------------------     ------------------

Total partners' capital                                                      $   29,382,652          $  29,711,224
                                                                        ====================     ==================
</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


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

                                                                                     Six Months Ended
                                                                                         June 30,
                                                                                  2003               2002
                                                                             ---------------     --------------

 <c>
   Increase (Decrease) in Cash and Cash Equivalents

       Net Cash Provided by Operating Activities                                $ 1,744,542        $ 1,660,488
                                                                             ---------------     --------------

       Cash Flows from Investing Activities:
          Additions to real estate properties with operating leases                      --         (1,800,478 )
          Proceeds from sale of real estate properties                                   --          1,184,559
          Investment in joint ventures                                                   --             (3,823 )
          Return of capital from joint venture                                           --            265,926
          Collections on mortgage notes receivable                                       --            917,857
          Increase in restricted cash                                                    --            (29,479 )
                                                                             ---------------     --------------
                 Net cash provided by investing activities                               --            534,562
                                                                             ---------------     --------------

       Cash Flows from Financing Activities:
          Distributions to limited partners                                      (1,750,002 )       (1,575,002 )
          Distributions to holder of minority interest                               (7,511 )           (7,309 )
                                                                             ---------------     --------------
                 Net cash used in financing activities                           (1,757,513 )       (1,582,311 )
                                                                             ---------------     --------------

   Net Increase (Decrease) in Cash and Cash Equivalents                             (12,971 )          612,739

   Cash and Cash Equivalents at Beginning of Period                               1,571,487          2,085,133
                                                                             ---------------     --------------

   Cash and Cash Equivalents at End of Period                                   $ 1,558,516        $ 2,697,872
                                                                             ===============     ==============

   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.

<PAGE>


                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2003 and 2002


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 the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter and six months ended June 30, 2003,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2003.  Amounts as of December  31, 2002,  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, 2002.

         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.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
         "Consolidation  of  Variable  Interest  Entities"  to  expand  upon and
         strengthen  existing  accounting guidance that addresses when a company
         should include the assets, liabilities and activities of another entity
         in  its  financial  statements.   To  improve  financial  reporting  by
         companies  involved  with variable  interest  entities  (more  commonly
         referred  to  as   special-purpose   entities  or   off-balance   sheet
         structures),  FIN  46  requires  that a  variable  interest  entity  be
         consolidated by a company if that company is subject to a majority risk
         of loss from the variable interest  entity's  activities or entitled to
         receive a majority of the entity's  residual  returns or both. Prior to
         FIN 46, a company generally included another entity in its consolidated
         financial  statements  only if it controlled  the entity through voting
         interests.  The consolidation  requirements of FIN 46 apply immediately
         to variable  interest  entities  created after January 31, 2003, and to
         older  entities,  in the first fiscal year or interim period  beginning
         after June 15,  2003.  The general  partners  believe  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to the  Partnership's  unconsolidated  joint
         ventures,  which are currently  accounted for under the equity  method.
         However, such consolidation is not expected to significantly impact the
         Partnership's results of operations.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.



<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.  The Partnership owned 26
and 24  Properties  directly  as of June 30,  2003 and  2002,  respectively.  In
addition,  the Partnership  also owned 13 and 12 Properties  indirectly  through
joint  venture or tenancy in common  arrangements  as of June 30, 2003 and 2002,
respectively.

Capital Resources

         Cash from  operating  activities  was $1,744,542 and $1,660,488 for the
six months ended June 30, 2003 and 2002, respectively. Cash and cash equivalents
of the  Partnership  were $1,558,516 at June 30, 2003, as compared to $1,571,487
at December 31, 2002. At June 30, 2003, these funds were invested in short-term,
highly liquid  investments such as demand deposit accounts at commercial  banks,
money market  accounts and  certificates  of deposit with a maturity  date of 90
days or less,  pending the  Partnership's  use of such funds to pay  Partnership
expenses or to make  distributions to the partners.  The funds remaining at June
30, 2003, after payment of distributions and other liabilities,  will be used to
meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who 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 Partnership's operations.

         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 current and anticipated future cash from operations, the
Partnership declared distributions to limited partners of $1,575,002 for each of
the six months ended June 30, 2003 and 2002  ($787,501  for each of the quarters
ended June 30, 2003 and 2002). This represents distributions for each applicable
six months of $0.045 per unit ($0.023 per unit for each applicable quarter).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 2003 and 2002. No amounts distributed to the limited partners for
the six months  ended  June 30,  2003 and 2002 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.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,006,733  at June 30, 2003 from  $1,125,886 at December 31, 2002,
primarily  as a result of the payment of a special  distribution  to the limited
partners  during  the six  months  ended  June 30,  2003,  which was  accrued at
December 31, 2002. The special distribution of $175,000 represented accumulated,
excess operating reserves. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.


<PAGE>


Long-Term Liquidity

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

Results of Operations

         Total rental revenues were $1,434,794 for the six months ended June 30,
2003 as compared to $1,310,548 in the same period in 2002, of which $716,589 and
$656,695 were earned during the second  quarter of 2003 and 2002,  respectively.
The increase in rental revenues during the quarter and six months ended June 30,
2003, as compared to the same period in 2002, was the result of the  acquisition
of three Properties located in Ontario, Oregon; Denton, Texas; and Eden Prairie,
Minnesota  using  proceeds  from  the  2001 and  2002  sales  of  Properties  in
Statesville,  North Carolina and Baseball City, Florida,  respectively,  and the
proceeds  received from the collection of promissory  notes during 2001 and 2002
in connection with Properties sold in previous years.

         In February 2002,  Brandon Fast Food Services,  Inc., the tenant of the
Property in Brandon,  Florida,  filed for bankruptcy.  As of August 7, 2003, 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 this Property,  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 re-lease  the
Property in a timely manner.

         During the six months  ended June 30,  2003 and 2002,  the  Partnership
earned $219,603 and $299,961, respectively, attributable to net income earned by
unconsolidated joint ventures, of which $109,088 and $198,391 were earned during
the  second  quarter  of 2003 and  2002,  respectively.  Net  income  earned  by
unconsolidated joint ventures was higher during the quarter and six months ended
June 30, 2002,  because CNL Restaurant  Investment II, in which the  Partnership
owns a 36.8% interest, sold its Property in Columbus, Ohio, in June 2002, to the
tenant resulting in a gain of approximately $448,300. CNL Restaurant Investments
II, also sold,  in June 2003,  its  Property in Pontiac,  Michigan to the tenant
resulting in a loss of $189,800.  The Partnership  recognized its pro-rata share
of the net gain resulting from these sales.

         Net income  earned by  unconsolidated  joint  ventures  was also higher
during the quarter and six months ended June 30, 2002,  because the Partnership,
as tenants-in-common  with CNL Income Fund IX, Ltd., an affiliate of the general
partners and a Florida limited  partnership,  sold its Property in Libertyville,
Illinois,  in September  2002,  to a third party.  The  Partnership  owned a 66%
interest in this Property.

         The  decrease in net income  earned by  unconsolidated  joint  ventures
during the  quarter  and six months  ended June 30,  2003 was  partially  offset
because,  in 2002, the Partnership  invested in two Properties,  one in Kenosha,
Wisconsin and the other in Buffalo Grove,  Illinois; the first one as a separate
tenancy in common  arrangement  with CNL Income Fund XVII,  Ltd., and the second
one with CNL Income Fund IX, Ltd., each an affiliate of the general partners and
a Florida limited partnership. The Partnership acquired these Properties using a
portion of the return of capital  received from CNL  Restaurant  Investments  II
from its sale of the  Property  in Pontiac,  Michigan,  and a portion of the net
proceeds received from the sale of the  Partnership's  Property in Libertyville,
Illinois, which the Partnership held as a tenancy in common.

         During the six months  ended June 30,  2003 and 2002,  the  Partnership
also earned $6,067 and $52,230,  respectively,  in interest and other income, of
which $2,782 and $24,314 were earned during the second quarter of 2003 and 2002,
respectively.  The decrease in interest  and other income  during the six months
ended June 30, 2003,  was primarily  due to a reduction in interest  income as a
result of the  collection,  during 2002, of the principal  balance on a mortgage
note of  approximately  $917,900.  The  proceeds  were  reinvested  in 2002 in a
Property in Eden Prairie, Minnesota.

         Operating expenses,  including  depreciation expense, were $410,455 and
$409,700 for the six months ended June 30, 2003 and 2002, respectively, of which
$170,471 and $207,535 were incurred  during the second quarter of 2003 and 2002.
Total  operating  expenses  during the six months  ended June 30, 2003  remained
constant, as compared to the same period in 2002. However, during this six month
period,  depreciation expense increased due to the acquisition of two Properties
in 2002,  and  state  tax  expense  relating  to  several  states  in which  the
Partnership  conducts  business also increased.  The increase in these operating
expenses  was  partially  offset  by  a  decrease  in  the  costs  incurred  for
administrative expenses for servicing the Partnership and its Properties.

         Property  expenses  were also higher  during the quarter and six months
ended June 30, 2002 because the  Partnership  elected to reimburse the tenant of
several Golden Corral Properties for certain  renovation  costs.  During the six
months ended June 30,  2003,  the  Partnership  incurred  expenses  such as real
estate taxes and legal fees relating to the Property in Brandon,  Florida due to
the filing for  bankruptcy  in February  2002 of the tenant,  Brandon  Fast Food
Services, Inc., as described above.

         During the year ended December 31, 2002, the Partnership identified and
sold  the  Property  in  Baseball  City,   Florida,   which  was  classified  as
Discontinued  Operations in the accompanying financial statements.  In May 2002,
the  Partnership  sold  this  Property  resulting  in a  gain  of  approximately
$279,800.  The  Partnership  recognized net rental income (rental  revenues less
Property  related  expenses)  of $16,972 and $55,304  during the quarter and six
months ended June 30, 2002, respectively, relating to this Property.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be  consolidated  by a company if that company is subject to a majority  risk of
loss from the variable  interest  entity's  activities  or entitled to receive a
majority of the entity's  residual  returns or both.  Prior to FIN 46, a company
generally included another entity in its consolidated  financial statements only
if  it  controlled  the  entity  through  voting  interests.  The  consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after  January 31,  2003,  and to older  entities,  in the first  fiscal year or
interim  period  beginning  after June 15, 2003.  The general  partners  believe
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures,  which are currently  accounted for under the equity method.  However,
such  consolidation  is not expected to significantly  impact the  Partnership's
results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4.  CONTROLS AND 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  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.


<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.)

                   31.1    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. (Filed herewith.)

                   31.2    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. (Filed herewith.)

                   32.1    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.)

                   32.2    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 June
                 30, 2003.



<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 8th day of August, 2003.


                                       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>


                                  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.)

                   31.1   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. (Filed herewith.)

                   31.2   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. (Filed herewith.)

                   32.1   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.)

                   32.2   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 31.1
<PAGE>
                                  EXHIBIT 31.2
<PAGE>


                                  EXHIBIT 32.1
<PAGE>



                                  EXHIBIT 32.2