FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 2000
   --------------------------------------------------------------------------

                                       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                                             32801-3336
-----------------------------------------           --------------------------
(Address of principal executive offices)                     (Zip Code)


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


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




<PAGE>


                                    CONTENTS




                                                                        Page
Part I.

     Item 1.    Financial Statements:

                    Condensed Balance Sheets                              1

                    Condensed Statements of Income                        2

                    Condensed Statements of Partners' Capital             3

                    Condensed Statements of Cash Flows                    4

                    Notes to Condensed Financial Statements               5

     Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                   6-9

     Item 3.    Quantitative and Qualitative Disclosures About
                    Market Risk                                           9

Part II.

     Other Information                                                    10-11





<PAGE>




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

<CAPTION>

                                                                       June 30,               December 31,
                                                                         2000                     1999
                                                                  -------------------      -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $2,135,792 and $1,985,698,
       respectively                                                     $ 15,318,996             $ 15,469,090
   Net investment in direct financing leases                               7,544,449                7,635,861
   Investment in joint ventures                                            3,145,521                3,197,857
   Mortgage notes receivable                                               1,449,657                1,473,571
   Cash and cash equivalents                                               1,664,145                1,503,989
   Receivables, less allowance for doubtful accounts
       of $18,804 and $5,764, respectively                                    40,815                  112,454
   Prepaid expenses                                                           22,191                   15,485
   Accrued rental income, less allowance for doubtful
       accounts of $4,501 in 1999                                          1,928,006                2,018,517
   Other assets                                                               52,671                   52,671
                                                                  -------------------      -------------------

                                                                        $ 31,166,451             $ 31,479,495
                                                                  ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                     $     27,773             $    114,170
   Accrued and escrowed real estate taxes payable                             21,402                    9,157
   Distributions payable                                                     787,501                  787,501
   Due to related parties                                                    192,495                  121,327
   Rents paid in advance                                                      62,591                   23,394
                                                                  -------------------      -------------------
       Total liabilities                                                   1,091,762                1,055,549

   Minority interest                                                         108,549                  108,579

   Partners' capital                                                      29,966,140               30,315,367
                                                                  -------------------      -------------------

                                                                        $ 31,166,451             $ 31,479,495
                                                                  ===================      ===================




           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                              Quarter Ended                     Six Months Ended
                                                                June 30,                            June 30,
                                                          2000            1999               2000              1999
                                                       ------------    ------------      -------------     -------------
Revenues:
    Rental income from operating leases                  $ 509,526       $ 492,313         $  988,495        $  985,302
    Adjustments to accrued rental income                  (123,370 )            --           (123,370 )              --
    Earned income from direct financing leases             214,789         235,628            446,486           472,487
    Contingent rental income                                 4,487          13,335             17,178            16,614
    Interest and other income                               57,684          57,044            127,418           111,409
                                                       ------------    ------------      -------------     -------------
                                                           663,116         798,320          1,456,207         1,585,812
                                                       ------------    ------------      -------------     -------------

Expenses:
    General operating and administrative                    45,997          34,860             92,127            72,509
    Professional services                                    4,361           8,404             28,439            14,136
    Real estate taxes                                        5,676              --              5,676                --
    State and other taxes                                      750             112             18,228            17,646
    Depreciation                                            75,047          75,047            150,094           150,094
    Transaction costs                                       30,846          87,527             67,801           121,090
                                                       ------------    ------------      -------------     -------------
                                                           162,677         205,950            362,365           375,475
                                                       ------------    ------------      -------------     -------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures              500,439         592,370          1,093,842         1,210,337

Minority Interest in Income of Consolidated
    Joint Venture                                           (3,256 )        (3,330 )           (6,621 )          (6,685 )

Equity in Earnings of Unconsolidated Joint
    Ventures                                                71,275          69,647            138,554           129,878
                                                       ------------    ------------      -------------     -------------

Net Income                                               $ 568,458       $ 658,687         $1,225,775        $1,333,530
                                                       ============    ============      =============     =============

Allocation of Net Income:
    General partners                                     $   5,685       $   6,587         $   12,258        $   13,335
    Limited partners                                       562,773         652,100          1,213,517         1,320,195
                                                       ------------    ------------      -------------     -------------

                                                         $ 568,458       $ 658,687         $1,225,775        $1,333,530
                                                       ============    ============      =============     =============

Net Income Per Limited Partner Unit                      $   0.016       $   0.019         $    0.035        $    0.038
                                                       ============    ============      =============     =============

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

           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                     Six Months Ended               Year Ended
                                                         June 30,                  December 31,
                                                           2000                        1999
                                                  -----------------------        -----------------

General partners:
    Beginning balance                                      $     286,349               $  258,248
    Net income                                                    12,258                   28,101
                                                  -----------------------        -----------------
                                                                 298,607                  286,349
                                                  -----------------------        -----------------

Limited partners:
    Beginning balance                                         30,029,018               30,397,059
    Net income                                                 1,213,517                2,781,963
    Distributions ($0.045 and $0.090 per
       limited partner unit, respectively)                    (1,575,002 )             (3,150,004 )
                                                  -----------------------        -----------------
                                                              29,667,533               30,029,018
                                                  -----------------------        -----------------

Total partners' capital                                   $   29,966,140             $ 30,315,367
                                                  =======================        =================

           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                                    Six Months Ended
                                                                        June 30,
                                                                 2000               1999
                                                            ---------------     --------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                   $1,718,106         $1,717,444
                                                            ---------------     --------------

    Cash Flows from Investing Activities:
       Collections on mortgage notes receivable                     23,703            301,803
                                                            ---------------     --------------
          Net cash provided by investing activities                 23,703            301,803
                                                            ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                        (1,575,002 )       (1,925,002 )
       Distributions to holder of minority interest                 (6,651 )           (6,645 )
                                                            ---------------     --------------
          Net cash used in financing activities                 (1,581,653 )       (1,931,647 )
                                                            ---------------     --------------

Net Increase in Cash and Cash Equivalents                          160,156             87,600

Cash and Cash Equivalents at Beginning of Period                 1,503,989          1,809,258
                                                            ---------------     --------------

Cash and Cash Equivalents at End of Period                      $1,664,145         $1,896,858
                                                            ===============     ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

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


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

<PAGE>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2000 and 1999


1.      Basis of Presentation:

        The  accompanying  unaudited  condensed  financial  statements have been
        prepared in  accordance  with the  instructions  to Form 10-Q and do not
        include  all  of  the  information  and  note  disclosures  required  by
        generally  accepted  accounting  principles.  The  financial  statements
        reflect all  adjustments,  consisting of normal  recurring  adjustments,
        which are, in the opinion of  management,  necessary to a fair statement
        of the results for the interim periods presented.  Operating results for
        the quarter and six months ended June 30, 2000 may not be  indicative of
        the results that may be expected for the year ending  December 31, 2000.
        Amounts as of December 31, 1999,  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, 1999.

        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.     Termination of Merger

       On March 1, 2000, the general partners and CNL American  Properties Fund,
       Inc.  ("APF")  mutually  agreed to terminate  the  Agreement  and Plan of
       Merger entered into in March 1999. The general partners are continuing to
       evaluate   strategic   alternatives   for  the   Partnership,   including
       alternatives to provide liquidity to the limited partners.

3.     Subsequent Events:

       In July 2000, the Partnership sold its properties in Brooksville, Bayonet
       Point and Sun City,  Florida,  to an unrelated third party for a total of
       approximately  $3,402,700,  resulting in a gain of approximately $484,800
       for  financial  reporting   purposes.   In  July  2000,  the  Partnership
       reinvested the sales proceeds it received from the sale of the properties
       in Sun City, Florida and Bayonet Point,  Florida in a Bennigan's property
       located in Deerfield, Illinois, at an approximate cost of $2,462,700 from
       CNL  BB  Corp.,  an  affiliate  of the  general  partners.  CNL BB  Corp.
       purchased  and  temporarily  held  title  to this  property  in  order to
       facilitate  the  acquisition  of the  property  by the  Partnership.  The
       purchase price paid by the  Partnership  represents the costs incurred by
       CNL BB Corp. to acquire and carry the property,  including closing costs.
       In  connection  therewith,  the  Partnership  entered  into a long  term,
       triple-net lease with terms substantially the same as its other leases.


<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, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance,  property taxes, insurance and utilities.  As of June 30, 2000,
the Partnership owned 37 Properties,  which included interests in ten Properties
owned by joint ventures in which the Partnership is a co-venturer.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2000 and 1999 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 $1,718,106 and
$1,717,444 for the six months ended June 30, 2000 and 1999, respectively.

         Currently,  rental income from the Partnership's Properties and any net
sales  proceeds  from  the  sale of  Properties,  pending  the  reinvestment  in
additional   Properties,   are  invested  in  money  market  accounts  or  other
short-term,  highly  liquid  investments  such as  demand  deposit  accounts  at
commercial banks,  certificates of deposit,  and money market accounts with less
than a 30-day maturity date,  pending the Partnership's use of such funds to pay
Partnership expenses or to make distributions to the partners. At June 30, 2000,
the  Partnership  had $1,664,145  invested in such  short-term  investments,  as
compared to  $1,503,989  at December 31, 1999.  The funds  remaining at June 30,
2000, after payment of distributions and other liabilities, will be used to meet
the Partnership's working capital and other needs.

         In July 2000,  the  Partnership  sold its  Properties  in  Brooksville,
Florida;  Bayonet Point,  Florida and Sun City,  Florida,  to an unrelated third
party  for  a  total  of  approximately  $3,402,700,  resulting  in  a  gain  of
approximately  $484,800 for  financial  reporting  purposes.  In July 2000,  the
Partnership  reinvested  the net sales proceeds it received from the sale of the
Properties in Sun City and Bayonet  Point,  Florida in a Bennigan's  Property in
Deerfield,  Illinois. The Partnership acquired the Property from an affiliate of
the general partners.  The affiliate had purchased and temporarily held title to
the  Property in order to  facilitate  the  acquisition  of the  Property by the
Partnership.  The purchase price paid by the  Partnership  represented the costs
incurred by the affiliate to acquire the Property,  including closing costs. The
transaction  relating  to the sale of the  Properties  in Sun  City and  Bayonet
Point, Florida and the reinvestment of the net sales proceeds, was structured to
qualify as a like kind  exchange  transaction  for federal  income tax purposes.
However,  the  Partnership  will  distribute  amounts  sufficient  to enable the
limited  partners  to pay  federal and state  income  taxes,  if any (at a level
reasonably  assumed  by the  general  partners),  resulting  from the sale.  The
Partnership  intends to reinvest  the net sales  proceeds  from the  Property in
Brooksville, Florida in an additional Property. Short-Term Liquidity

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

         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.

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,091,762 at June 30, 2000,  from $1,055,549 at December 31, 1999,
primarily as a result of an increase in rents paid in advance and amounts due to
related parties at June 30, 2000, as compared to December 31, 1999. The increase
in liabilities  at June 30, 2000 was partially  offset by a decrease in accounts
payable at June 30, 2000 as compared to December 31, 1999. The general  partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  general  partners   determine  that  such  funds  are  available  for
distribution.   Based  on  cash  from  operations,   the  Partnership   declared
distributions to limited partners of $1,575,002 for each of the six months ended
June 30, 2000 and 1999  ($787,501  for each of the quarters  ended June 30, 2000
and 1999).  This  represents  distributions  for each  applicable  six months of
$0.045 per unit ($0.023 per unit for each applicable quarter).  No distributions
were made to the general partners for the quarters and six months ended June 30,
2000 and 1999. No amounts distributed to the limited partners for the six months
ended  June 30,  2000 and 1999 are  required  to be or have been  treated by the
Partnership  as a return of capital  for  purposes  of  calculating  the limited
partners'  return  on their  adjusted  capital  contributions.  The  Partnership
intends to continue to make  distributions of cash available for distribution to
the limited partners on a quarterly basis.

Long-Term Liquidity

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

Results of Operations

         During the six months ended June 30, 2000 and 1999, 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 six months ended June 30, 2000 and
1999,  the  Partnership   and  Woodway  Joint  Venture  earned   $1,311,611  and
$1,457,789,  respectively,  in  rental  income  from  operating  leases  (net of
adjustments to accrued  rental  income) and earned income from direct  financing
leases, $600,945 and $727,941 of which was earned during the quarters ended June
30, 2000 and 1999,  respectively.  The decrease in rental and earned  income was
primarily  due to the fact that during the quarter and six months ended June 30,
2000, the tenant of the Property in Statesville,  North Carolina defaulted under
the terms of its  lease,  discontinued  the  operations  of the  restaurant  and
vacated the Property. As a result, the Partnership  established an allowance for
doubtful  accounts of  approximately  $18,300 for past due rental amounts during
the quarter and six months ended June 30, 2000.  In  addition,  the  Partnership
reversed  approximately  $123,400 of accrued rental  income.  The accrued rental
income was the accumulated amount of non-cash accounting  adjustments previously
recorded in order to recognize  future scheduled rent increases as income evenly
over the term of the  lease.  The  general  partners  will  continue  to  pursue
collection of rental  amounts  relating to this Property and will recognize such
amounts as income if collected.

         During the six months  ended June 30,  2000 and 1999,  the  Partnership
owned and leased nine and eight  Properties,  respectively,  indirectly  through
other joint venture arrangements. In connection therewith, during the six months
ended June 30, 2000 and 1999,  the  Partnership  earned  $138,554 and  $129,878,
respectively,  attributable to net income earned by these  unconsolidated  joint
ventures, $71,275 and $69,647 of which was earned during the quarters ended June
30,  2000  and  1999,  respectively.  The  increase  in  net  income  earned  by
unconsolidated  joint  ventures  for the quarter  and six months  ended June 30,
2000,  was  primarily due to the fact that the  Partnership  invested in Bossier
City Joint Venture in November 1999.

         Operating expenses,  including  depreciation and amortization  expense,
were  $362,365  and  $375,475  for the six months  ended June 30, 2000 and 1999,
respectively,  of which $162,677 and $205,950 were incurred  during the quarters
ended June 30, 2000 and 1999,  respectively.  The decrease in operating expenses
for the quarter and six months ended June 30, 2000,  was primarily  attributable
to the fact that the Partnership incurred less transaction costs relating to the
general  partners  retaining  financial  and legal  advisors  to assist  them in
evaluating  and  negotiating  the proposed  merger with CNL American  Properties
Fund, Inc. ("APF"),  due to the termination of the proposed merger, as described
below in "Termination of Merger". The decrease in operating expenses for the six
months  ended  June  30,  2000  was  partially  offset  by  an  increase  in  i)
administrative  expenses for servicing the Partnership and its Properties,  (ii)
real  estate tax  expense  due to the  default of the tenant of the  Property in
Statesville, North Carolina, as described above, and (iii) professional services
as a result  of the  1999  appraisal  updates  obtained  to  prepare  an  annual
statement  of  unit  valuation  to  qualified   plans  in  accordance  with  the
Partnership  agreement,   during  the  six  months  ended  June  30,  2000.  The
Partnership  incurred  the cost of the 1998  appraisal  updates  during the year
ended December 31, 1998.

Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
  terminate  the  Agreement  and Plan of Merger (the  "Merger")  entered into in
  March  1999.  The  general  partners  are  continuing  to  evaluate  strategic
  alternatives for the Partnership,  including alternatives to provide liquidity
  to the limited partners.


<PAGE>



Dismissal of Legal Action

         As described in greater detail in Part II, Item 1. "Legal Proceedings",
in 1999 two  groups of  limited  partners  in several  CNL  Income  Funds  filed
purported  class action  suits  against the general  partners and APF  alleging,
among other  things,  that the general  partners  had breached  their  fiduciary
duties  in  connection  with the  proposed  Merger.  These  actions  were  later
consolidated  into one action.  On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice,  with each party
to bear its own costs and attorneys' fees.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         No material  changes in the  Partnership's  market risk  occurred  from
December 31, 1999 through June 30, 2000. Information regarding the Partnership's
market risk at December  31, 1999 is included in its Annual  Report on Form 10-K
for the year ended December 31, 1999.


<PAGE>


                           PART II. OTHER INFORMATION



Item 1.       Legal Proceedings.

              On May 11, 1999, four limited partners in several CNL Income Funds
              served a derivative and purported class action lawsuit filed April
              22, 1999 against the general partners and APF in the Circuit Court
              of the Ninth Judicial Circuit of Orange County, Florida,  alleging
              that the general  partners  breached  their  fiduciary  duties and
              violated  provisions of certain of the CNL Income Fund partnership
              agreements in connection with the proposed merger.  The plaintiffs
              sought unspecified  damages and equitable relief. On July 8, 1999,
              the plaintiffs  filed an amended  complaint  which, in addition to
              naming three additional plaintiffs, included allegations of aiding
              and abetting and conspiring to breach fiduciary duties, negligence
              and breach of duty of good faith against certain of the defendants
              and sought additional equitable relief. As amended, the caption of
              the case was Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen
              M. Hewitt Bernard J. Schulte,  Edward M. and Margaret Berol Trust,
              and Vicky Berol v. James M. Seneff,  Jr.,  Robert A.  Bourne,  CNL
              Realty  Corporation,  and CNL American Properties Fund, Inc., Case
              No. CIO-99-0003561.

              On June 22,  1999,  a limited  partner of several CNL Income Funds
              served a  purported  class  action  lawsuit  filed  April 29, 1999
              against the general partners and APF, Ira Gaines, individually and
              on  behalf  of a class  of  persons  similarly  situated,  v.  CNL
              American  Properties Fund,  Inc., James M. Seneff,  Jr., Robert A.
              Bourne,  CNL Realty  Corporation,  CNL Fund  Advisors,  Inc.,  CNL
              Financial  Corporation  a/k/a CNL Financial  Corp.,  CNL Financial
              Services,  Inc. and CNL Group, Inc., Case No. CIO-99-3796,  in the
              Circuit  Court of the Ninth  Judicial  Circuit  of Orange  County,
              Florida,   alleging  that  the  general  partners  breached  their
              fiduciary  duties and that APF aided and abetted  their  breach of
              fiduciary  duties in  connection  with the  proposed  merger.  The
              plaintiff sought unspecified damages and equitable relief.

              On September 23, 1999,  Judge Lawrence  Kirkwood  entered an order
              consolidating  the two cases  under the  caption In re: CNL Income
              Funds  Litigation,  Case No. 99-3561.  Pursuant to this order, the
              plaintiffs  in  these  cases  filed  a  consolidated  and  amended
              complaint on November 8, 1999.  On December 22, 1999,  the general
              partners and CNL Group,  Inc. filed motions to dismiss and motions
              to strike.  On December 28, 1999, APF and CNL Fund Advisors,  Inc.
              filed motions to dismiss.  On March 6, 2000, all of the defendants
              filed a Joint Notice of Filing Form 8-K Reports and  Suggestion of
              Mootness.

              On April 25, 2000,  Judge Kirkwood issued a Stipulated Final Order
              of Dismissal of Consolidated Action, dismissing the action without
              prejudice,  with each  party to bear its own costs and  attorneys'
              fees.

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.)

                   27      Financial Data Schedule (Filed herewith)

              (b)  Reports on Form 8-K

                   No reports on Form 8-K were filed  during the  quarter  ended
                   June 30, 2000.





<PAGE>




                                   SIGNATURES



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

         DATED this 8th day of August, 2000.


                                    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)