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, 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>


                                                                             March 31,               December 31,
                                                                               2003                      2002
                                                                         ------------------       -------------------

 <c>
                             ASSETS

Real estate properties with operating leases, net                            $  18,154,255             $  18,256,782
Net investment in direct financing leases                                        4,509,858                 4.559,231
Investment in joint ventures                                                     4,596,501                 4,609,998
Cash and cash equivalents                                                        1,532,605                 1,571,487
Certificate of deposit                                                             383,923                   382,249
Receivables, less allowance for doubtful accounts
    of $15,566 and $9,084, respectively                                              1,081                    75,583
Due from related parties                                                                --                     6,637
Accrued rental income                                                            1,383,515                 1,392,675
Other assets                                                                        70,420                    87,223
                                                                         ------------------       -------------------

                                                                             $  30,632,158             $  30,941,865
                                                                         ==================       ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     33,604               $     3,622
Real estate taxes payable                                                           17,163                     3,207
Distributions payable                                                              787,501                   962,501
Due to related parties                                                              70,926                    69,383
Rents paid in advance and deposits                                                 109,753                    87,173
                                                                         ------------------       -------------------
    Total liabilities                                                            1,018,947                 1,125,886

Minority interest                                                                  104,215                   104,755

Partners' capital                                                               29,508,996                29,711,224
                                                                         ------------------       -------------------

                                                                             $  30,632,158             $  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
                                                                                         March 31,
                                                                                  2003               2002
                                                                              --------------    ---------------

 <c>
Revenues:
    Rental income from operating leases                                          $  570,821         $  508,441
    Earned income from direct financing leases                                      143,852            149,655
    Interest and other income                                                         3,285             27,916
                                                                              --------------    ---------------
                                                                                    717,958            686,012
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                             77,086             83,435
    Property expenses                                                                14,634              2,328
    State and other taxes                                                            45,737             30,446
    Depreciation                                                                    102,527             85,956
                                                                              --------------    ---------------
                                                                                    239,984            202,165
                                                                              --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures                                       477,974            483,847

Minority Interest in Income of Consolidated
    Joint Venture                                                                    (3,216 )           (3,142 )

Equity in Earnings of Unconsolidated Joint Ventures                                 110,515            101,570
                                                                              --------------    ---------------

Income from Continuing Operations                                                   585,273            582,275

Discontinued Operations:
    Income from discontinued operations                                                  --             38,332
                                                                              --------------    ---------------

Net Income                                                                       $  585,273         $  620,607
                                                                              ==============    ===============

Income Per Limited Partner Unit
    Continuing operations                                                         $   0.017          $   0.017
    Discontinued operations                                                              --              0.001
                                                                              --------------    ---------------

Total                                                                             $   0.017          $   0.018
                                                                              ==============    ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                                            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>

                                                                           Quarter Ended               Year Ended
                                                                             March 31,                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                                                                      585,273                3,097,152
    Distributions ($0.023 and $0.095 per
       limited partner unit, respectively                                          (787,501 )             (3,325,004 )
                                                                         -------------------        -----------------
                                                                                 29,222,647               29,424,875
                                                                         -------------------        -----------------

Total partners' capital                                                      $   29,508,996            $  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>


                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2003               2002
                                                                             ---------------     --------------

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

       Net Cash Provided by Operating Activities                                 $  927,375         $  909,509
                                                                             ---------------     --------------

       Cash Flows from Investing Activities:
          Additions to real estate with operating leases                                 --           (654,389 )
          Collections on mortgage notes receivable                                       --             13,349
                                                                             ---------------     --------------
                 Net cash used in investing activities                                   --           (641,040 )
                                                                             ---------------     --------------

       Cash Flows from Financing Activities:
          Distributions to limited partners                                        (962,501 )         (787,501 )
          Distributions to holder of minority interest                               (3,756 )           (3,670 )
                                                                             ---------------     --------------
                 Net cash used in financing activities                             (966,257 )         (791,171 )
                                                                             ---------------     --------------

   Net Decrease in Cash and Cash Equivalents                                        (38,882 )         (522,702 )

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

   Cash and Cash Equivalents at End of Quarter                                  $ 1,532,605        $ 1,562,431
                                                                             ===============     ==============

   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, 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 to a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter ended March 31, 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.  Consolidation  of variable  interest  entities will provide
         more complete information about the resources,  obligations,  risks and
         opportunities   of  the   consolidated   company.   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 or properties  held with
         affiliates  of the  general  partners as  tenants-in-common,  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 25  Properties  directly  as of March 31,  2003 and 2002,  respectively.  In
addition,  the  Partnership  also owned 13 Properties  indirectly  through joint
venture or tenancy in common arrangements as of March 31, 2003 and 2002.

Capital Resources

         Cash from  operating  activities  was  $927,375  and  $909,509  for the
quarters ended March 31, 2003 and 2002, respectively.  The increase in cash from
operating  activities  for the  quarter  ended March 31,  2003,  was a result of
changes in the Partnership's working capital.

         Cash and cash equivalents of the Partnership decreased to $1,532,605 at
March 31, 2003,  from  $1,571,487 at December 31, 2002.  The funds  remaining at
March 31, 2003,  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 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,  2003 and 2002.  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, 2003 and 2002. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 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 $1,018,947 at March 31, 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 quarter ended March 31, 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.

Long-Term Liquidity

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



<PAGE>


Results of Operations

         Total rental  revenues  were  $714,673 for the quarter  ended March 31,
2003 as compared to $658,096 in the same period in 2002.  The increase in rental
revenues during the quarter ended March 31, 2003, as compared to the same period
in 2002, was primarily due to the fact that in 2002 the  Partnership  reinvested
the net proceeds from the 2001 and 2002 sales of the Properties in  Statesville,
North Carolina and Baseball City,  Florida and the prepaid principal received on
promissory  notes  from the  sales of  Properties  in 2001  and  2002,  in three
Properties  located  in  Ontario,  Oregon;  Denton,  Texas;  and  Eden  Prairie,
Minnesota.

         During the  quarters  ended  March 31, 2003 and 2002,  the  Partnership
earned $110,515 and $101,570, respectively, attributable to net income earned by
unconsolidated  joint  ventures.  Net  income  earned  by  unconsolidated  joint
ventures  increased  during 2003,  because in 2002, the  Partnership  invested a
portion  of the  return of  capital  from CNL  Restaurant  Investments  II and a
portion from the net sales proceeds from the Property in Libertyville, Illinois,
held as a tenancy in common,  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.

         During the quarters ended March 31, 2003 and 2002, the Partnership also
earned  $3,285 and  $27,916,  respectively,  in interest and other  income.  The
decrease in interest and other income  during the quarter  ended March 31, 2003,
was  primarily  due  to a  reduction  in  interest  income  as a  result  of the
prepayment  of principal on a mortgage  note of  approximately  $917,900  during
2002.  The  proceeds  were  reinvested  in 2002 in a Property  in Eden  Prairie,
Minnesota.

         Operating expenses,  including  depreciation expense, were $239,984 and
$202,165  for the  quarters  ended  March 31, 2003 and 2002,  respectively.  The
increase in  operating  expenses  during the quarter  ended March 31,  2003,  as
compared to the same period in 2002,  was  partially due to the fact that during
the quarter ended March 31, 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 of May 5, 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.

         In  addition,  operating  expenses  increased  during  2003  due  to an
increase in the amount of state tax expense  relating to several states in which
the Partnership conducts business and due to an increase in depreciation expense
relating to the acquisition of two Properties.

         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.   The
Partnership  recognized net rental income (rental revenues less Property related
expenses),  of $38,332 during the quarter ended March 31, 2002, 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.  Consolidation of variable
interest  entities will provide more complete  information  about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   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 or properties held with affiliates of the general
partners  as  tenants-in-common,  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  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 March 31, 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 9th day of May, 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>


                    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:  May 9, 2003


/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:  May 9, 2003


/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