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 March 31, 2004
   --------------------------------------------------------------------------

                                       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            5-6

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                7-9

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        9

     Item 4.      Controls and Procedures                                9


Part II.
     Other Information                                                   10-11





<PAGE>




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

<TABLE>
<CAPTION>

 <c>
                                                                             March 31,               December 31,
                                                                               2004                      2003
                                                                         ------------------       -------------------
                             ASSETS

Real estate properties with operating leases, net                            $  18,095,808             $  18,196,164
Net investment in direct financing leases                                        4,295,681                 4,351,840
Real estate held for sale                                                                -                   399,946
Investment in joint ventures                                                     3,900,514                 3,912,953
Cash and cash equivalents                                                        2,541,180                 1,709,779
Certificate of deposit                                                             386,441                   385,718
Receivables, less allowance for doubtful accounts
    of $15,033 in 2004 and 2003                                                     13,617                    44,739
Accrued rental income                                                            1,139,883                 1,149,139
Other assets                                                                        70,624                    90,929
                                                                         ------------------       -------------------

                                                                             $  30,443,748             $  30,241,207
                                                                         ==================       ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     27,097               $     9,203
Real estate taxes payable                                                           19,260                    10,743
Distributions payable                                                              787,501                   787,501
Due to related parties                                                              87,172                    67,705
Rents paid in advance and deposits                                                 115,904                   160,072
                                                                         ------------------       -------------------
    Total liabilities                                                            1,036,934                 1,035,224

Minority interests                                                                 210,828                   212,137

Partners' capital                                                               29,195,986                28,993,846
                                                                         ------------------       -------------------

                                                                             $  30,443,748             $  30,241,207
                                                                         ==================       ===================


            See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2004               2003
                                                                              --------------    ---------------
Revenues:
    Rental income from operating leases                                          $  580,724         $  566,075
    Earned income from direct financing leases                                      137,066            143,852
      Contingent rental income                                                       12,867              7,489
    Interest and other income                                                         1,501              2,464
                                                                              --------------    ---------------
                                                                                    732,158            719,880
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                             88,121             77,086
    Property related                                                                  2,543             13,858
    State and other taxes                                                            50,039             45,737
    Depreciation and amortization                                                   101,116            103,193
                                                                              --------------    ---------------
                                                                                    241,819            239,874
                                                                              --------------    ---------------

Income before minority interests and equity
      in earnings of unconsolidated joint ventures                                  490,339            480,006

Minority interests                                                                   (5,405)            (5,590)

Equity in earnings of unconsolidated joint ventures                                  94,971             96,476
                                                                              --------------    ---------------

Income from continuing operations                                                   579,905            570,892
                                                                              --------------    ---------------

Discontinued operations:
    Income from discontinued operations                                              18,620             14,381
     Gain on the disposal of discontinued operations                                391,116                  -
                                                                              --------------    ---------------

                                                                                    409,736             14,381
                                                                              --------------    ---------------

Net income                                                                       $  989,641         $  585,273
                                                                              ==============    ===============

Income per limited partner unit:
    Continuing operations                                                         $   0.017          $   0.016
    Discontinued operations                                                           0.011              0.001
                                                                              --------------    ---------------

                                                                                  $   0.028          $   0.017
                                                                              ==============    ===============

Weighted average number of limited partner
    units outstanding                                                            35,000,000         35,000,000
                                                                              ==============    ===============

            See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                           Quarter Ended               Year Ended
                                                                             March 31,                December 31,
                                                                                2004                      2003
                                                                         -------------------        -----------------

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

Limited partners:
    Beginning balance                                                            28,707,497               29,424,875
    Net income                                                                      989,641                2,432,626
    Distributions ($0.023 and $0.090 per
       limited partner unit, respectively                                          (787,501)              (3,150,004)
                                                                         -------------------        -----------------
                                                                                 28,909,637               28,707,497
                                                                         -------------------        -----------------

Total partners' capital                                                      $   29,195,986            $  28,993,846
                                                                         ===================        =================



            See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2004               2003
                                                                             ---------------     --------------


   Net cash provided by operating activities                                     $  834,554         $  930,511
                                                                             ---------------     --------------

   Cash flows from investing activities:
       Proceeds from sale of assets                                                 791,062                 --
                                                                             ---------------     --------------
             Net cash provided by investing activities                              791,062                 --
                                                                             ---------------     --------------

   Cash flows from financing activities:
       Distributions to limited partners                                           (787,501)          (962,501)
       Distributions to holders of minority interests                                (6,714)            (6,869)
                                                                             ---------------     --------------
             Net cash used in financing activities                                 (794,215)          (969,370)
                                                                             ---------------     --------------

   Net increase (decrease) in cash and cash equivalents                             831,401            (38,859)

   Cash and cash equivalents at beginning of quarter                              1,709,779          1,573,584
                                                                             ---------------     --------------

   Cash and cash equivalents at end of quarter                                  $ 2,541,180        $ 1,534,725
                                                                             ===============     ==============

   Supplemental schedule of non-cash financing activities:

       Distributions declared and unpaid at end of
          quarter                                                                $  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 Ended March 31, 2004 and 2003


  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 ended March 31, 2004,  may not be indicative of
         the results that may be expected for the year ending December 31, 2004.
         Amounts as of December 31, 2003, 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, 2003.

         The Partnership accounts for its approximate 87.68% interest in Woodway
         Joint Venture and its 85.54%  interest in the  Asheville  Joint Venture
         using  the  consolidation  method.  Minority  interests  represent  the
         minority joint venture partners'  proportionate  share of the equity in
         the  joint  ventures.   All  significant   intercompany   accounts  and
         transactions have been eliminated.

         In December 2003,  the Financial  Accounting  Standards  Board issued a
         revision to FASB  Interpretation  No. 46 (originally  issued in January
         2003)  ("FIN  46R"),  "Consolidation  of  Variable  Interest  Entities"
         requiring  existing  unconsolidated  variable  interest  entities to be
         consolidated by their primary beneficiaries. The primary beneficiary of
         a variable  interest entity is the party that absorbs a majority of the
         entity's expected losses,  receives a majority of its expected residual
         returns, or both, as a result of holding variable interests,  which are
         the ownership,  contractual,  or other pecuniary interests in an entity
         that change with  changes in the fair value of the  entity's net assets
         excluding  variable  interests.  Prior to FIN 46R, a company  generally
         included  another  entity  in  its  financial  statements  only  if  it
         controlled the entity through voting interests.  Application of FIN 46R
         is  required  in  financial  statements  of public  entities  that have
         interests in variable  interest entities for periods ending after March
         15,  2004.  The  Partnership  has adopted FIN 46R as of March 31, 2004,
         which   resulted  in  the   consolidation   of  a  certain   previously
         unconsolidated joint venture. FIN 46R does not require, but does permit
         restatement of previously issued financial statements.  The Partnership
         has   restated   prior   year's   financial   statements   to  maintain
         comparability between the periods presented.  These restatements had no
         effect on partners' capital or net income.

2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2004 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Discontinued Operations

         During 2004, the Partnership  identified one property for sale.  During
         the quarter ended March 31, 2004, the Partnership  sold its property in
         Tiffin,  Ohio,  to a third party,  and  received net sales  proceeds of
         approximately  $791,100 resulting in a gain on disposal of discontinued
         operations of approximately $391,100.


<PAGE>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003

3.   Discontinued Operations - continued

         The  following  presents  the  operating  results  of the  discontinued
         operations for this property:



                                                  Quarter Ended March 31,

                                                   2004               2003
                                              ---------------    --------------

         Rental revenues                        $  18,620          $  17,468
         Expenses                                      --             (3,087)
                                              ---------------    --------------

         Income from discontinued operations    $  18,620          $  14,381

                                              ===============    ==============












<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 generally  triple-net leases,  with the lessees  responsible for all repairs
and maintenance,  property taxes, insurance and utilities. The Partnership owned
25 and 26 Properties  directly as of March 31, 2004 and 2003,  respectively.  In
addition,  the  Partnership  also owned 13 Properties  indirectly  through joint
venture or tenancy in common arrangements as of March 31, 2004 and 2003.

Capital Resources

         Net cash provided by operating activities was $834,554 and $930,511 for
the quarters  ended March 31, 2004 and 2003,  respectively.  The decrease in net
cash  provided by operating  activities  during the quarter ended March 31, 2004
was a result of changes in the Partnership's working capital, such as the timing
of  transactions  relating to the collection of  receivables  and the payment of
expenses.

         During the  quarter  ended March 31,  2004,  the  Partnership  sold its
Property in Tiffin,  Ohio to a third party and  received  net sales  proceeds of
approximately   $791,100  resulting  in  a  gain  on  disposal  of  discontinued
operations of  approximately  $391,100.  The general partners intend to reinvest
the net sales proceeds in additional Properties or to pay liabilities.

         Cash and cash  equivalents  increased to  $2,541,180 at March 31, 2004,
from  $1,709,779 at December 31, 2003. At March 31, 2004,  these funds were held
in demand  deposit  accounts at a commercial  bank and a certificate  of deposit
with a 90-day or less maturity date.  The increase in cash and cash  equivalents
at March 31, 2004 was  primarily  a result of holding  sales  proceeds  from the
current year sale. The funds  remaining at March 31, 2004,  after the payment of
distributions and other liabilities, will be used to invest in a Property and 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  cash  from  operations,   the  Partnership   declared
distributions  to limited  partners of $787,501 for each of the  quarters  ended
March 31,  2004 and 2003.  This  represents  distributions  for each  applicable
quarter of $0.023 per unit. No  distributions  were made to the general partners
for the quarters  ended March 31, 2004 and 2003. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 2004 and 2003 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.
<PAGE>

         Total liabilities of the Partnership,  including distributions payable,
were  $1,036,934  and  $1,035,224  at March  31,  2004 and  December  31,  2003,
respectively.  The general  partners believe that the Partnership has sufficient
cash on hand to meet its current working capital needs.

Long-Term Liquidity

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

Results of Operations

         Rental  revenues  from  continuing  operations  were  $717,790  for the
quarter ended March 31, 2004 as compared to $709,927 in the same period in 2003.
Rental revenues from continuing  operations remained relatively constant because
the only change in the leased Property portfolio related to a Property accounted
for as discontinued operations.

         In December 2003, Waving Leaves,  Inc., the tenant of the Properties in
Jefferson,  Lexington,  and  Grafton,  Ohio  filed  for  Chapter  11  bankruptcy
protection  and rejected the leases  relating to the Properties in Lexington and
Grafton,  Ohio.  As of May 3,  2004,  the  Partnership  has  received  from  the
guarantor all rental payments  relating to these leases.  The lost revenues that
would result if the guarantor were to cease making rental payments would have an
adverse  effect  on  the  results  of  operations  of  the  Partnership  if  the
Partnership is not able to re-lease the Property in a timely manner.

         In March 2004,  the  Partnership  entered into an agreement,  effective
January 2004, to provide  temporary and partial rent deferral to a tenant who is
experiencing liquidity difficulties.  The Partnership anticipates that deferring
the monthly rent through  December 2004 on the one lease the tenant has with the
Partnership  will provide the  necessary  relief to the tenant.  Rental  payment
terms revert to the original terms  beginning in January 2005.  Repayment of the
deferred  amounts is secured  by  letters  of credit and  scheduled  to begin in
January  2005 and continue  for 60 months.  The general  partners do not believe
that this temporary decline in cash flows will have a material adverse effect on
the operating results of the Partnership.

         During the  quarters  ended  March 31, 2004 and 2003,  the  Partnership
earned  $12,867 and $7,489,  respectively,  in  contingent  rental  income.  The
increase  in  contingent  rental  income  during  2004 was due to an increase in
reported gross sales of the restaurants  with leases that require the payment of
contingent rental income.

         During the  quarters  ended  March 31, 2004 and 2003,  the  Partnership
earned $94,971 and $96,476,  respectively,  attributable to net income earned by
unconsolidated  joint  ventures.  Net  income  earned  by  unconsolidated  joint
ventures  remained  relatively  constant  because  there  were no changes in the
unconsolidated joint ventures' leased property portfolio.

         Operating expenses,  including  depreciation and amortization  expense,
were  $241,819  and  $239,874  for the  quarters  ended March 31, 2004 and 2003,
respectively.  Operating expenses were higher during the quarter ended March 31,
2004,  primarily because the Partnership  incurred  additional general operating
and  administrative  expenses,  including legal fees. The increase was partially
offset by a decrease in the amount of property  related  expenses,  such as real
estate taxes, relating to the Property in Brandon, Florida.

         The Partnership recognized income from discontinued  operations (rental
revenues less  property  related  expenses) of $14,381  during the quarter ended
March 31,  2003,  relating to the Property in Tiffin,  Ohio.  During the quarter
ended  March 31,  2004,  the  Partnership  sold this  Property  to a third party
resulting  in a gain on disposal of  discontinued  operations  of  approximately
$391,100.  The Partnership  recognized  income from  discontinued  operations of
$18,620 during the quarter ended March 31, 2004, relating to this Property.

         The general partners continuously  evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.
<PAGE>

         In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities  for  periods  ending  after  March 15,  2004.  The
Partnership  has adopted  FIN 46R as of March 31,  2004,  which  resulted in the
consolidation of a certain previously unconsolidated joint venture. FIN 46R does
not  require,  but  does  permit  restatement  of  previously  issued  financial
statements.  The Partnership has restated prior year's  financial  statements to
maintain comparability between the periods presented.  These restatements had no
effect on partners' capital or net income.


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
                   March 31, 2004.



<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 12th day of May, 2004.


                                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.)


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                                  EXHIBIT 31.1




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                                  EXHIBIT 31.2





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                                  EXHIBIT 32.1



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                                  EXHIBIT 32.2