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, 1999
   --------------------------------------------------------------------------

                                       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)

<TABLE>
<CAPTION>

<S> <C>
                       Florida                                                        59-2963338
------------------------------------------------------              ------------------------------------------------
(State or other jurisdiction of                                                    (I.R.S. Employer
incorporation or organization)                                                    Identification No.)


400 East South Street
Orlando, Florida                                                                         32801
------------------------------------------------------              ------------------------------------------------
      (Address of principal executive offices)                                        (Zip Code)


Registrant's telephone number
(including area code)                                                               (407) 650-1000
                                                                    ------------------------------------------------
</TABLE>


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




<PAGE>


                                    CONTENTS




                                                                        Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                       

                      Condensed Statements of Income                 

                      Condensed Statements of Partners' Capital      

                      Condensed Statements of Cash Flows             

                      Notes to Condensed Financial Statements        

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

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                    

Part II.

     Other Information                                               





<PAGE>



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

<TABLE>
<CAPTION>

                                                                               March 31,               December 31,
                                                                                  1999                     1998
                                                                           -------------------      -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $1,760,557 and
       $1,685,510                                                                $ 15,694,231             $ 15,769,278
   Net investment in direct financing leases                                        7,762,940                7,802,785
   Investment in joint ventures                                                     2,785,272                2,809,759
   Mortgage notes receivable                                                        1,526,082                1,811,726
   Cash and cash equivalents                                                        1,876,769                1,809,258
   Receivables, less allowance for doubtful accounts
       of $28,474 and $24,636                                                           1,079                   84,265
   Prepaid expenses                                                                    11,337                    3,959
   Accrued rental income, less allowance for doubtful
       accounts of $4,501 in 1999 and 1998                                          1,950,689                1,927,418
   Other assets                                                                        52,671                   52,671
                                                                           -------------------      -------------------

                                                                                 $ 31,661,070             $ 32,071,119
                                                                           ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   48,505               $    4,258
   Escrowed real estate taxes payable                                                  24,133                   27,838
   Distributions payable                                                              787,501                1,137,501
   Due to related party                                                                58,095                   75,266
   Rents paid in advance                                                               91,562                   62,349
                                                                           -------------------      -------------------
       Total liabilities                                                            1,009,796                1,307,212

   Minority interest                                                                  108,625                  108,600

   Partners' capital                                                               30,542,649               30,655,307
                                                                           -------------------      -------------------

                                                                                 $ 31,661,070             $ 32,071,119
                                                                           ===================      ===================

</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,
                                                                                  1999               1998
                                                                              --------------    ---------------
<S> <C>
Revenues:
    Rental income from operating leases                                           $ 492,989          $ 455,556
    Earned income from direct financing leases                                      236,859            299,442
    Contingent rental income                                                          3,279             18,486
    Interest and other income                                                        54,365             65,084
                                                                              --------------    ---------------
                                                                                    787,492            838,568
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                             37,649             32,443
    Professional services                                                             5,732              5,506
    State and other taxes                                                            17,534              5,269
    Depreciation                                                                     75,047             52,242
    Transaction costs                                                                33,563                 --
                                                                              --------------    ---------------
                                                                                    169,525             95,460
                                                                              --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures                                       617,967            743,108

Minority Interest in Income of Consolidated
    Joint Venture                                                                    (3,355 )           (3,404 )

Equity in Earnings of Unconsolidated Joint Ventures                                  60,231             68,104
                                                                              --------------    ---------------

Net Income                                                                        $ 674,843          $ 807,808
                                                                              ==============    ===============

Allocation of Net Income:
    General partners                                                              $   6,748          $   8,078
    Limited partners                                                                668,095            799,730
                                                                              --------------    ---------------

                                                                                  $ 674,843          $ 807,808
                                                                              ==============    ===============

Net Income Per Limited Partner Unit                                               $   0.019          $   0.023
                                                                              ==============    ===============

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,
                                                                                1999                      1998
                                                                         -------------------        -----------------
<S> <C>
General partners:
    Beginning balance                                                           $   258,248               $  226,441
    Net income                                                                        6,748                   31,807
                                                                         -------------------        -----------------
                                                                                    264,996                  258,248
                                                                         -------------------        -----------------

Limited partners:
    Beginning balance                                                            30,397,059               30,989,957
    Net income                                                                      668,095                3,257,105
    Distributions ($0.023 and $0.110 per
       limited partner unit, respectively                                          (787,501 )             (3,850,003 )
                                                                         -------------------        -----------------
                                                                                 30,277,653               30,397,059
                                                                         -------------------        -----------------

Total partners' capital                                                        $ 30,542,649             $ 30,655,307
                                                                         ===================        =================
</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,
                                                                                1999              1998
                                                                           ---------------    --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                   $ 924,814         $ 989,892
                                                                           ---------------    --------------

    Cash Flows from Investing Activities:
       Collections on mortgage notes receivable                                   283,528             9,915
                                                                           ---------------    --------------
          Net cash provided by investing activities                               283,528             9,915
                                                                           ---------------    --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (1,137,501 )        (787,501 )
       Distributions to holder of minority interest                                (3,330 )          (3,350 )
                                                                           ---------------    --------------
          Net cash used in financing activities                                (1,140,831 )        (790,851 )
                                                                           ---------------    --------------

Net Increase in Cash and Cash Equivalents                                          67,511           208,956

Cash and Cash Equivalents at Beginning of Quarter                               1,809,258         1,602,236
                                                                           ---------------    --------------

Cash and Cash Equivalents at End of Quarter                                    $1,876,769        $1,811,192
                                                                           ===============    ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                               $ 787,501        $1,137,500
                                                                           ===============    ==============
</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, 1999 and 1998


1.      Basis of Presentation:

        The  accompanying  unaudited  condensed  financial  statements have been
        prepared in  accordance  with the  instructions  to Form 10-Q and do not
        include  all  of  the  information  and  note  disclosures  required  by
        generally  accepted  accounting  principles.  The  financial  statements
        reflect all  adjustments,  consisting of normal  recurring  adjustments,
        which are, in the opinion of  management,  necessary to a fair statement
        of the results for the interim periods presented.  Operating results for
        the quarter  ended March 31, 1999 may not be  indicative  of the results
        that may be expected for the year ending  December 31, 1999.  Amounts as
        of December 31, 1998,  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, 1998.

        The  Partnership  accounts for its  approximate  88 percent  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.


2.   Mortgage Notes Receivable:

        As of December 31, 1998, the Partnership  had accepted three  promissory
        notes in connection with the sale of three of its properties. During the
        quarter ended March 31, 1999,  the borrower  relating to the  promissory
        note  accepted in  connection  with the sale of the property in Orlando,
        Florida  made an advance  payment of principal in the amount of $272,500
        which was applied to the outstanding  principal balance relating to this
        promissory note.


<PAGE>


                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


3.   Merger Transaction:

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
         of Merger with CNL American Properties Fund, Inc. ("APF"),  pursuant to
         which the Partnership would be merged with and into a subsidiary of APF
         (the  "Merger").  As  consideration  for the Merger,  APF has agreed to
         issue 4,042,635  shares of its common stock,  par value $0.01 per share
         (the "APF  Shares")  which,  for the  purposes  of  valuing  the merger
         consideration,  have been  valued by APF at $10.00 per APF  Share,  the
         price paid by APF investors in three  previous  public  offerings,  the
         most recent of which was completed in December 1998. In order to assist
         the general  partners in evaluating the proposed merger  consideration,
         the  general  partners  retained  Valuation  Associates,  a  nationally
         recognized real estate  appraisal  firm, to appraise the  Partnership's
         restaurant   property   portfolio.   Based  on  Valuation   Associates'
         appraisal,  the Partnership's  property portfolio and other assets were
         valued on a going  concern  basis  (meaning the  Partnership  continues
         unchanged)  at  $39,843,631  as of December 31,  1998.  Legg Mason Wood
         Walker, Incorporated has rendered a fairness opinion that the APF Share
         consideration,  payable  by  APF,  is fair  to the  Partnership  from a
         financial  point of view.  The APF Shares are expected to be listed for
         trading  on  the  New  York  Stock  Exchange   concurrently   with  the
         consummation of the Merger, and, therefore, would be freely tradable at
         the option of the former limited partners.  At a special meeting of the
         partners  that is  expected  to be held in the third  quarter  of 1999,
         limited  partners  holding  in  excess  of  50%  of  the  Partnership's
         outstanding limited partnership interests must approve the Merger prior
         to  consummation  of the  transaction.  If the limited  partners at the
         special  meeting  approve the Merger,  APF will own the  properties and
         other  assets  of the  Partnership.  The  general  partners  intend  to
         recommend  that the  limited  partners of the  Partnership  approve the
         Merger. In connection with their  recommendation,  the general partners
         will  solicit  the  consent  of the  limited  partners  at the  special
         meeting.  If the limited  partners  reject the Merger,  the Partnership
         will  bear  the  portion  of  the  transaction  costs  based  upon  the
         percentage  of "For"  votes  and the  general  partners  will  bear the
         portion  of  such  transaction  costs  based  upon  the  percentage  of
         "Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
         Funds  filed  a  lawsuit  against  the  general  partners  and  APF  in
         connection  with  the  proposed  Merger  (see  Part II - Item 1.  Legal
         Proceedings).  The general partners and APF believe that the lawsuit is
         without  merit and  intend to defend  vigorously  against  the  claims.
         Because the lawsuit was so recently  filed,  it is premature to further
         comment on the lawsuit at this time.






<PAGE>


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


         CNL Income Fund VIII,  Ltd. (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 18, 1989 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as  well  as  land  upon  which  restaurants  were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are  triple-net  leases,  with  the  lessees  responsible  for all  repairs  and
maintenance,  property taxes, insurance and utilities. As of March 31, 1999, the
Partnership  owned 36 Properties,  which included  interests in nine  Properties
owned by joint ventures in which the Partnership is a co-venturer.

Liquidity and Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 1999 and 1998, was cash from operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received,  less cash paid for expenses).  Cash from  operations was $924,814 and
$989,892  for the  quarters  ended  March 31, 1999 and 1998,  respectively.  The
decrease in cash from  operations  for the  quarter  ended  March 31,  1999,  is
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 1999.

         As of December 31, 1998, the Partnership had accepted three  promissory
notes in connection with the sale of three of its  Properties.  During the three
months  ended March 31,  1999,  the  borrower  relating to the  promissory  note
accepted in connection with the sale of the Property in Orlando, Florida made an
advance  payment of  $272,500  which was  applied to the  outstanding  principal
balance  relating to this promissory  note. The Partnership  intends to reinvest
the $272,500 payment in an additional Property.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions to the partners. At March 31, 1999, the Partnership had $1,876,769
invested in such short-term  investments,  as compared to $1,809,258 at December
31, 1998. The funds remaining at March 31, 1999,  after payment of distributions
for the quarter  ended March 31, 1999,  and other  liabilities,  will be used to
meet the Partnership's working capital and other needs.



<PAGE>


Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,009,796 at March 31, 1999, from $1,307,212 at December 31, 1998,
partially  as a result of the  payment  of a  special  distribution  accrued  at
December 31, 1998,  of  accumulated,  excess  operating  reserves to the limited
partners of $350,000 in January 1999. In addition the increase in liabilities at
March 31, 1999 is  partially a result of the  Partnership  accruing  transaction
costs relating to the proposed  Merger with CNL American  Properties  Fund, Inc.
("APF"),  as described  above. The general partners believe that the Partnership
has sufficient cash on hand to meet its current working capital needs.

         Based on cash from  operations  and,  for the  quarter  ended March 31,
1998,   accumulated  excess  operating   reserves,   the  Partnership   declared
distributions  to limited  partners of $787,501 and  $1,137,500 for the quarters
ended March 31, 1999 and 1998,  respectively.  This represents  distributions of
$0.023 and  $0.033 per unit,  respectively.  No  distributions  were made to the
general  partners  for the  quarters  ended March 31, 1999 and 1998.  No amounts
distributed  to the limited  partners for the quarters  ended March 31, 1999 and
1998 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.

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

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

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the  "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional  restaurant  chains. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger. APF has agreed to issue 4,042,635 APF Shares which, for the purposes
of valuing the merger  consideration,  have been valued by APF at $10.00 per APF
Share, the price paid by APF investors in three previous public  offerings,  the
most  recent of which was  completed  in December  1998.  In order to assist the
general  partners in evaluating the proposed merger  consideration,  the general
partners  retained  Valuation  Associates,  a nationally  recognized real estate
appraisal firm, to appraise the  Partnership's  restaurant  property  portfolio.
Based on Valuation Associates'  appraisal,  the Partnership's property portfolio
and other assets were valued on a going concern basis  (meaning the  Partnership
continues  unchanged) at  $39,843,631  as of December 31, 1998.  Legg Mason Wood
Walker,  Incorporated  has  rendered  a  fairness  opinion  that  the APF  Share
consideration, payable by APF, is fair to the Partnership from a financial

<PAGE>


Liquidity and Capital Resources - Continued

point of view.  The APF Shares are  expected to be listed for trading on the New
York Stock  Exchange  concurrently  with the  consummation  of the  Merger,  and
therefore,  would  be  freely  tradable  at the  option  of the  former  limited
partners.  At a special  meeting of the partners  that is expected to be held in
the third  quarter  of 1999,  limited  partners  holding in excess of 50% of the
Partnership's  outstanding limited partnership interests must approve the Merger
prior to consummation of the transaction. If the limited partners at the special
meeting approve the Merger,  APF will own the Properties and other assets of the
Partnership.  The general partners intend to recommend that the limited partners
of the Partnership approve the Merger. In connection with their  recommendation,
the general  partners  will  solicit the consent of the limited  partners at the
special meeting. If the limited partners reject the Merger, the Partnership will
bear the portion of the  transaction  costs based upon the  percentage  of "For"
votes and the general partners will bear the portion of such  transaction  costs
based upon the percentage of "Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
Funds filed a lawsuit  against the general  partners and APF in connection  with
the  proposed  Merger  (see Part II - Item 1. Legal  Proceedings).  The  general
partners and APF believe that the lawsuit is without  merit and intend to defend
vigorously against the claims.  Because the lawsuit was so recently filed, it is
premature to further comment on the lawsuit at this time.

Results of Operations

         During the quarters ended March 31, 1999 and 1998, the  Partnership and
its  consolidated  joint  venture,  Woodway Joint  Venture,  owned and leased 28
wholly owned  Properties to operators of fast-food and  family-style  restaurant
chains.  In connection  therewith,  during the quarters ended March 31, 1999 and
1998, the  Partnership  and Woodway Joint Venture earned  $729,848 and $754,998,
respectively,  in rental  income from  operating  leases and earned  income from
direct financing  leases.  Rental and earned income decreased during the quarter
ended  March 31,  1999,  due to the fact that the leases  relating to the Burger
King  Properties in New City and  Syracuse,  New York and New  Philadelphia  and
Mansfield,  Ohio,  were amended to provide for rent  reductions from August 1998
through the end of the lease term.

         For the quarters  ended March 31, 1999 and 1998, the  Partnership  also
earned  $3,279 and $18,486,  respectively,  in  contingent  rental  income.  The
decrease in contingent rental income during the quarter ended March 31, 1999, as
compared to the quarter ended March 31, 1998, is primarily  attributable  to the
fact that during the quarter  ended March 31,  1998,  the  Partnership  recorded
additional  contingent  rental  amounts  as  a  result  of  adjusting  estimated
contingent  rental  amounts  accrued at December  31, 1997,  to actual  amounts.
Contingent  rental income also decreased due to decreased gross sales of certain
restaurant  Properties,  the leases of which  require the payment of  contingent
rent.

         During the quarters ended March 31, 1999 and 1998, the Partnership also
earned  $54,365 and $65,084,  respectively,  in interest and other  income.  The
decrease in interest and other income during the quarter  ending March 31, 1999,
is primarily  attributable to a reduction in the interest earned on the mortgage
note accepted in connection with the sale of the Property located

<PAGE>


Results of Operations - Continued

in Orlando,  Florida due to the fact that the tenant made an advance  payment of
principal in the amount of $272,500  during the quarter ended March 31, 1999, as
described above in "Liquidity and Capital Resources."

         For the quarters ended March 31, 1999 and 1998, the  Partnership  owned
and leased eight Properties  indirectly through joint venture  arrangements.  In
connection  therewith,  during the quarters  ended March 31, 1999 and 1998,  the
Partnership earned $60,231 and $68,104, respectively, attributable to net income
earned by these unconsolidated joint ventures. The decrease in net income earned
by joint  ventures for the quarter ended March 31, 1999, is primarily due to the
fact that the lease  relating to the Burger King  Property in  Asheville,  North
Carolina,  owned by  Asheville  Joint  Venture,  was amended to provide for rent
reductions from August 1998 through the end of the lease term.

         Operating expenses,  including  depreciation and amortization  expense,
were  $169,525  and  $95,460  for the  quarters  ended  March 31, 1999 and 1998,
respectively.  The increase in operating expenses during the quarter ended March
31, 1999,  as compared to the quarter  ended March 31, 1998, is partially due to
an increase in  depreciation  expense due to the fact that in August  1998,  the
Partnership reclassified the leases for its Properties in New City and Syracuse,
New York and New Philadelphia  and Mansfield,  Ohio from direct financing leases
to operating leases, as a result of lease amendments.  In addition, the increase
is partially  due to the  Partnership  incurring  additional  state taxes due to
changes in tax laws of a state in which the Partnership conducts business.

         The  increase in  operating  expenses  for the quarter  ended March 31,
1999, is also partially due to the fact that the Partnership incurred $33,563 in
transaction costs related to the general partners retaining  financial and legal
advisors to assist them in evaluating and  negotiating  the proposed Merger with
APF, as described  above in "Liquidity  and Capital  Resources."  If the limited
partners  reject  the  Merger,  the  Partnership  will bear the  portion  of the
transaction  costs  based upon the  percentage  of "For"  votes and the  general
partners  will  bear  the  portion  of such  transaction  costs  based  upon the
percentage of "Against" votes and abstentions.

Year 2000 Readiness Disclosure

         The Year  2000  problem  concerns  the  inability  of  information  and
non-information  technology  systems to  properly  recognize  and  process  date
sensitive  information beyond January 1, 2000. The Partnership does not have any
information or  non-information  technology  systems.  The general  partners and
affiliates  of the general  partners  provide all services  requiring the use of
information  and  non-information  technology  systems  pursuant to a management
agreement  with  the  Partnership.  The  information  technology  system  of the
affiliates of the general partners  consists of a network of personal  computers
and servers built using  hardware and software from  mainstream  suppliers.  The
non-information technology systems of the affiliates of the general partners are
primarily  facility related and include building  security  systems,  elevators,
fire suppressions,  HVAC, electrical systems and other utilities. The affiliates
of the general partners have no internally  generated programmed software coding
to correct,  because  substantially  all of the software utilized by the general
partners and affiliates is purchased or licensed from external

<PAGE>


Year 2000 Readiness Disclosure - Continued

providers.  The  maintenance  of  non-information   technology  systems  at  the
Partnership's  Properties is the responsibility of the tenants of the Properties
in accordance with the terms of the Partnership's leases.

         In early 1998, the general  partners and affiliates  formed a Year 2000
committee  (the "Y2K Team") for the purpose of  identifying,  understanding  and
addressing the various  issues  associated  with the Year 2000 problem.  The Y2K
Team  consists of the general  partners and members from the  affiliates  of the
general partners, including representatives from senior management,  information
systems,  telecommunications,  legal, office management, accounting and property
management. The Y2K Team's initial step in assessing the Partnership's Year 2000
readiness  consists of  identifying  any systems  that are  date-sensitive  and,
accordingly,  could have potential  Year 2000  problems.  The Y2K Team is in the
process of conducting inspections, interviews and tests to identify which of the
Partnership's systems could have a potential Year 2000 problem.

         The  information  system of the  affiliates of the general  partners is
comprised of hardware  and  software  applications  from  mainstream  suppliers.
Accordingly, the Y2K Team is in the process of contacting the respective vendors
and  manufacturers  to verify the Year 2000  compliance  of their  products.  In
addition,  the Y2K Team has also requested and is evaluating  documentation from
other   companies  with  which  the  Partnership  has  a  material  third  party
relationship,   including  the   Partnership's   tenants,   vendors,   financial
institutions and the  Partnership's  transfer agent. The Partnership  depends on
its  tenants  for  rents  and  cash  flows,   its  financial   institutions  for
availability  of cash and its  transfer  agent to  maintain  and track  investor
information.  The Y2K Team has also  requested and is  evaluating  documentation
from the  non-information  technology systems providers of the affiliates of the
general  partners.  Although the general  partners  continue to receive positive
responses  from the  Companies  with  which  the  Partnership  has  third  party
relationships regarding their Year 2000 compliance,  the general partners cannot
be assured that the  tenants,  financial  institutions,  transfer  agent,  other
vendors and system  providers have adequately  considered the impact of the Year
2000. The general  partners are not able to measure the effect on the operations
of the Partnership of any third party's failure to adequately address the impact
of the Year 2000.

         The general  partners and their  affiliates  have  identified  and have
implemented  upgrades for certain hardware equipment.  In addition,  the general
partners and their  affiliates have  identified  certain  software  applications
which will require upgrades to become Year 2000 compliant.  The general partners
expect all of these upgrades,  as well as any other necessary  remedial measures
on the  information  technology  systems  used in the  business  activities  and
operations of the Partnership,  to be completed by September 30, 1999, although,
the general  partners cannot be assured that the upgrade  solutions  provided by
the vendors have addressed all possible Year 2000 issues.  The general  partners
do not  expect  the  aggregate  cost of the Year 2000  remedial  measures  to be
material to the results of operations of the Partnership.


<PAGE>


Year 2000 Readiness Disclosure - Continued

         The general  partners and affiliates have received  certification  from
the  Partnership's  transfer  agent  of its  Year  2000  compliance.  Due to the
material  relationship of the Partnership  with its transfer agent, the Y2K Team
is evaluating the Year 2000  compliance of the systems of the transfer agent and
expects to have the  evaluation  completed  by September  30, 1999.  Despite the
positive  response  from the transfer  agent and the  evaluation of the transfer
agent's system by the Y2K Team, the general  partners cannot be assured that the
transfer  agent has addressed  all possible Year 2000 issues.  In the event that
the  systems of the  transfer  agent are not Year 2000  compliant,  the  general
partners and their  affiliates  would have to allocate  resources to  internally
perform  the  functions  of the  transfer  agent.  The  general  partners do not
anticipate  that the additional  cost of these  resources  would have a material
impact on the Partnership.

         Based upon the progress the general  partners and affiliates  have made
in  addressing  the Year 2000 issues and their plan and timeline to complete the
compliance  program,  the  general  partners do not  foresee  significant  risks
associated  with Year 2000  compliance  at this time.  The general  partners and
their affiliates plan to address their significant Year 2000 issues prior to the
Partnership  being  affected  by them;  therefore,  they  have not  developed  a
comprehensive  contingency  plan.  However,  if the general  partners  and their
affiliates identify significant risks related to their Year 2000 compliance,  or
if their progress deviates from the anticipated  timeline,  the general partners
and their affiliates will develop  contingency plans as deemed necessary at that
time.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK.

         No material  changes in the  Partnership's  market risk  occurred  from
December  31,  1998  through   March  31,  1999.   Information   regarding   the
Partnership's  market risk at December 31, 1998 is included in its Annual Report
on Form 10-K for the year ended December 31, 1998.


<PAGE>


                           PART II. OTHER INFORMATION



Item 1.       Legal Proceedings.

              On May 5, 1999, four limited partners in several of the CNL Income
              Funds  filed a  lawsuit,  Jon Hale,  Mary J.  Hewitt,  Charles  A.
              Hewitt, and Gretchen M. Hewitt v. James M. Seneff,  Jr., Robert A.
              Bourne, CNL Realty Corporation,  and CNL American Properties Fund,
              Inc., Case No.  CIO-99-0003561,  in the Circuit Court of the Ninth
              Judicial  Circuit of Orange  County,  Florida,  alleging  that the
              Messrs.  Seneff and Bourne and CNL Realty Corporation,  as general
              partners of the CNL Income Funds,  breached their fiduciary duties
              and  violated  the  provisions  of certain of the CNL Income  Fund
              partnership agreements in connection with the proposed acquisition
              of the  CNL  Income  Funds  by APF.  The  plaintiffs  are  seeking
              unspecified damages and equitable relief. The general partners and
              APF believe that the lawsuit is without merit and intend to defend
              vigorously  against  such  claims.  Because  the  lawsuit  was  so
              recently  filed, it is premature to further comment on the lawsuit
              at this time.

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

                      2.1       Agreement  and Plan of Merger by and between the
                                Registrant  and CNL  American  Properties  Fund,
                                Inc.  ("APF")  dated  March 11,  1999  (filed as
                                Appendix B to the Prospectus  Supplement for the
                                Registrant,   constituting   a   part   of   the
                                Registration  Statement of APF on Form S-4, File
                                No. 74329.)

                      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.)


<PAGE>



                      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.)

                      27        Financial Data Schedule (Filed herewith.)

               (b)  Reports on Form 8-K

                      Current  Report on Form 8-K dated March 11, 1999 and filed
                      March 12,  1999,  describing  the  proposed  Merger of the
                      Partnership  with and into a  subsidiary  of CNL  American
                      Properties Fund, Inc.





<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 14th day of May, 1999.


                  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)