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, 2002
   --------------------------------------------------------------------------

                                       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 _________


<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            5-9

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                10-14

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        14

Part II.

     Other Information                                                   15

<PAGE>

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

<TABLE>
<CAPTION>


                                                                               June 30,               December 31,
                                                                                 2002                     2001
                                                                          -------------------      -------------------
<S> <C>
                              ASSETS

  Land and buildings on operating leases, net                                  $  17,353,668            $  15,726,970
  Net investment in direct financing leases                                        4,653,348                4,741,762
  Real estate held for sale                                                               --                  911,293
  Investment in joint ventures                                                     4,372,573                4,601,808
  Mortgage notes receivable                                                               --                  926,080
  Cash and cash equivalents                                                        2,697,872                2,085,133
  Certificate of deposit                                                             380,356                  378,889
  Restricted cash                                                                     29,479                       --
  Receivables, less allowance for doubtful accounts
      of $7,514 and $1,114, respectively                                               8,067                   88,175
  Due from related parties                                                             1,310                   52,641
  Accrued rental income                                                            1,397,138                1,394,618
  Other assets                                                                        80,382                   69,874
                                                                          -------------------      -------------------

                                                                               $  30,974,193            $  30,977,243
                                                                          ===================      ===================



                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                          $     4,678              $     5,600
  Real estate taxes payable                                                            8,474                   10,654
  Distributions payable                                                              787,501                  787,501
  Due to related parties                                                              72,045                   75,482
  Rents paid in advance and security deposits                                         40,493                   52,096
                                                                          -------------------      -------------------
      Total liabilities                                                              913,191                  931,333

  Commitment (Note 9)

  Minority interest                                                                  105,907                  106,834

  Partners' capital                                                               29,955,095               29,939,076
                                                                          -------------------      -------------------

                                                                               $  30,974,193            $  30,977,243
                                                                          ===================      ===================
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

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

<TABLE>
<CAPTION>

                                                                      Quarter Ended                    Six Months Ended
                                                                         June 30,                          June 30,
                                                                 2002               2001             2002             2001
                                                             --------------    ---------------  ---------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                         $  476,024         $  486,912      $   983,983       $  979,653
    Earned income from direct financing leases                     146,359            154,994          296,014          341,916
    Interest and other income                                       23,912             61,448           51,827          174,703
                                                             --------------    ---------------  ---------------  ---------------
                                                                   646,295            703,354        1,331,824        1,496,272
                                                             --------------    ---------------  ---------------  ---------------

Expenses:
    General operating and administrative                            69,222             82,649          148,859          212,024
    Property expenses                                               11,173              9,346           16,919           29,821
    State and other taxes                                               --                 42           30,446           51,700
    Depreciation                                                    87,824             77,920          173,780          155,840
    Provision for write-down of assets                                  --             88,144               --          299,479
                                                             --------------    ---------------  ---------------  ---------------
                                                                   168,219            258,101          370,004          748,864
                                                             --------------    ---------------  ---------------  ---------------

Income Before Gain on Sale of Assets, Minority
    Interest in Income of Consolidated Joint Venture
    and Equity in Earnings of Unconsolidated Joint
    Ventures                                                       478,076            445,253          961,820          747,408

Gain on Sale of Assets                                                  --             28,301               --           28,301

Minority Interest in Income of Consolidated
    Joint Venture                                                   (6,382 )           (3,240 )         (6,382 )         (6,554 )

Equity in Earnings of Unconsolidated Joint Ventures                198,391             90,268          299,961          177,769
                                                             --------------    ---------------  ---------------  ---------------

Income from Continuing Operations                                  670,085            560,582        1,255,399          946,924
                                                             --------------    ---------------  ---------------  ---------------

Discontinued Operations (Note 6):
    Income from discontinued operations, net                        17,375             32,808           55,809           52,550
    Gain on disposal of discontinued operations, net               279,813                 --          279,813               --
                                                             --------------    ---------------  ---------------  ---------------
                                                                   297,188             32,808          335,622           52,550
                                                             --------------    ---------------  ---------------  ---------------

Net Income                                                      $  967,273         $  593,390     $  1,591,021       $  999,474
                                                             ==============    ===============  ===============  ===============

Income Per Limited Partner Unit
    Continuing operations                                        $    0.02          $    0.02       $     0.04        $    0.03
    Discontinued operations                                           0.01                 --             0.01               --
                                                             --------------    ---------------  ---------------  ---------------

Total                                                            $    0.03          $    0.02       $     0.05        $    0.03
                                                             ==============    ===============  ===============  ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                           35,000,000         35,000,000       35,000,000       35,000,000
                                                             ==============    ===============  ===============  ===============
</TABLE>


<page>

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

<TABLE>
<CAPTION>

                                                                         Six Months Ended              Year Ended
                                                                             June 30,                 December 31,
                                                                               2002                       2001
                                                                        --------------------        -----------------

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

Limited partners:
    Beginning balance                                                            29,652,727               30,466,185
    Net income                                                                    1,591,021                2,336,546
    Distributions ($0.045 and $0.09 per
       limited partner unit, respectively                                        (1,575,002 )             (3,150,004 )
                                                                        --------------------        -----------------
                                                                                 29,668,746               29,652,727
                                                                        --------------------        -----------------

Total partners' capital                                                      $   29,955,095            $  29,939,076
                                                                        ====================        =================
</TABLE>
           See accompanying notes to condensed financial statements.

<page>

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

<TABLE>
<CAPTION>

                                                                                   Six Months Ended
                                                                                       June 30,
                                                                                2002               2001
                                                                           ---------------     --------------

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

    Net Cash Provided by Operating Activities                                 $ 1,660,488        $ 1,705,948
                                                                           ---------------     --------------

    Cash Flows from Investing Activities:
       Additions to land and buildings on operating
          leases                                                               (1,800,478 )               --
       Proceeds from sale of assets                                             1,184,559            877,000
       Investment in joint ventures                                                (3,823 )         (443,490 )
       Return of capital from joint venture                                       265,926                 --
       Liquidating distribution from joint venture                                     --            236,740
       Collections on mortgage notes receivable                                   917,857             26,366
       Redemption of certificate of deposit                                            --            461,394
       Increase in restricted cash                                                (29,479 )               --
                                                                           ---------------     --------------
              Net cash provided by investing activities                           534,562          1,158,010
                                                                           ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (1,575,002 )       (1,575,002 )
       Distributions to holder of minority interest                                (7,309 )           (7,202 )
                                                                           ---------------     --------------
              Net cash used in financing activities                            (1,582,311 )       (1,582,204 )
                                                                           ---------------     --------------

Net Increase in Cash and Cash Equivalents                                         612,739          1,281,754

Cash and Cash Equivalents at Beginning of Period                                2,085,133          1,226,635
                                                                           ---------------     --------------

Cash and Cash Equivalents at End of Period                                    $ 2,697,872        $ 2,508,389
                                                                           ===============     ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          period                                                               $  787,501         $  787,501
                                                                           ===============     ==============
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


  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, 2002 may not be indicative of
         the results that may be expected for the year ending December 31, 2002.
         Amounts as of December 31, 2001, 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, 2001.

         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.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         In January 2002, the Partnership  reinvested a portion of the net sales
         proceeds it  received  from the sale of the  Property  in  Statesville,
         North Carolina,  and the prepaid principal received in 2001 relating to
         a promissory note, in a Denny's Property located in Ontario, Oregon, at
         an approximate cost of $654,400.

         In June 2002, the Partnership  reinvested the majority of the net sales
         proceeds it received  from the sale of the  Property in Baseball  City,
         Florida  (see note 6), in a Taco  Cabana  Property  located  in Denton,
         Texas, at an approximate cost of approximately $1,147,600.
<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


4.       Investment in Joint Ventures:

         In June 2002, CNL Restaurant  Investments  II, in which the Partnership
         owns a 36.8%  interest,  sold its  property  in  Columbus,  Ohio to the
         tenant for a sales price of  approximately  $1,219,600  resulting  in a
         gain of  approximately  $448,300.  In addition in June 2002, this joint
         venture  sold its  property  in  Pontiac,  Michigan to the tenant for a
         sales price of approximately  $725,000 resulting in a loss of $189,800.
         The joint  venture used the  proceeds  from the sale of the property in
         Columbus, Ohio to acquire a property in Dallas, Texas at an approximate
         cost of $1,147,400.  The joint venture  acquired this property from CNL
         Funding 2001-A,  LP, an affiliate of the general partners (see Note 7).
         As of  June  30,  2002,  the  Partnership  had  received  approximately
         $265,900 representing a return of capital for its pro-rata share of the
         uninvested  net sales  proceeds  relating  to the  Property in Pontiac,
         Michigan.  In July 2002,  the  Partnership  reinvested a portion of the
         return  of  capital   in  a   Property   in   Kenosha,   Wisconsin   as
         tenants-in-common  with an affiliate of the general  partners (see note
         10).

         In June  2002,  the  Partnership  and CNL  Income  Fund  IX,  Ltd.,  as
         tenants-in-common,  entered into an agreement  with an unrelated  third
         party to sell the  property  in  Libertyville,  Illinois,  in which the
         Partnership  owns a 34%  interest.  CNL  Income  Fund  IX,  Ltd.  is an
         affiliate of the general  partners.  As a result of the  contract,  the
         tenancy-in-common  reclassified  the assets  relating to this  property
         from land and building on operating  leases,  and accrued rental income
         to real estate held for sale. The property was recorded at the lower of
         its carrying  amount or fair value less cost to sell. In addition,  the
         Partnership and CNL Income Fund IX, Ltd. stopped recording depreciation
         and accrued rental income once the property was placed up for sale.

         The financial  results  relating to the  properties in Columbus,  Ohio;
         Pontiac,   Michigan;  and  Libertyville,   Illinois  are  reflected  as
         Discontinued Operations below.

         As of June 30, 2002,  Asheville Joint Venture,  CNL VIII, X, XII Kokomo
         Joint  Venture and Bossier City Joint  Venture each owns and leases one
         property,  and CNL  Restaurant  Investments  II owns  and  leases  five
         properties,   to  operators  of  national   fast-food  or  family-style
         restaurants.  In addition,  the Partnership  and  affiliates,  as three
         separate  tenancy-in  common  arrangements,  each  owned and leased one
         property  to  an  operator  of  national   fast-food  or   family-style
         restaurants.  The following presents the combined,  condensed financial
         information  for the  unconsolidated  joint ventures and the properties
         held as tenants-in-common with affiliates at:
<TABLE>
<CAPTION>

                                                                       June 30,              December 31,
                                                                         2002                    2001
                                                                   ------------------      -----------------

 <c>
               Land and buildings on operating leases, net             $  11,418,508           $ 10,448,870
               Real estate held for sale                                   1,428,777              3,134,176
               Cash                                                           21,976                 38,224
               Restricted cash                                                60,265                     --
               Receivables                                                     1,644                  9,601
               Accrued rental income                                         158,451                124,469
               Other assets                                                      124                    796
               Liabilities                                                    10,253                  4,452
               Partners' capital                                          13,079,492             13,751,684

</TABLE>
<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


4.       Investment in Joint Ventures:
<TABLE>
<CAPTION>

                                                        Quarter Ended June 30,           Six Months Ended June 30,
                                                        2002              2001           2002            2001
                                                    -------------     -------------  -------------  ---------------

 <c>
             Revenues                                  $ 313,843         $ 207,599      $ 617,866       $  422,386
             Expenses                                    (66,616 )         (52,044 )     (136,022 )        (88,978 )
             Loss on sale of assets                           --                --             --          (61,864 )
                                                    -------------     -------------  -------------  ---------------
             Income from continuing operations           247,227           155,555        481,844          271,544

             Discontinued operations:
                 Revenues                                 81,296            95,033        175,737          190,201
                 Expenses                                (13,508 )         (20,535 )      (34,962 )        (41,096 )
                 Gain on disposal of assets              258,505                --        258,505               --
                                                    -------------     -------------  -------------  ---------------
                                                         326,293            74,498        399,280          149,105
                                                    -------------     -------------  -------------  ---------------
             Net income                                $ 573,520         $ 230,053      $ 881,124       $  420,649
                                                    =============     =============  =============  ===============
</TABLE>

         The Partnership  recognized  income of $299,961 and $177,769 during the
         six  months  ended  June 30,  2002  and  2001,  respectively,  of which
         $198,391  and $90,268 were earned  during the  quarters  ended June 30,
         2002  and  2001,   respectively,   from  these   joint   ventures   and
         tenants-in-common arrangements.

5.       Mortgage Notes Receivable:

         In connection  with the 1996 sale of its property in Orlando,  Florida,
         the  Partnership  accepted a promissory  note in the  principal  sum of
         $1,388,568,  representing  the gross  sales price of  $1,375,000,  plus
         tenant closing costs of $13,568 that the Partnership financed on behalf
         of the tenant.  During the six months ended June 30, 2002, the borrower
         repaid  the  outstanding  principal  in  the  amount  of  approximately
         $917,900. This amount was applied to the outstanding principal balance.

6.       Discontinued Operations:

         In May 2002,  the  Partnership  sold its  property  in  Baseball  City,
         Florida to the tenant and received net sales proceeds of  approximately
         $1,184,600  resulting in a gain on disposal of discontinued  operations
         of approximately $279,800.

         The financial  results for this property are reflected as  Discontinued
         Operations  in the  accompanying  financial  statements.  The operating
         results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                          Quarter Ended June 30,            Six Months Ended June 30,
                                                          2002              2001            2002            2001
                                                      -------------     --------------  -------------   --------------

 <c>
         Rental revenues                                 $  17,375         $   32,808      $  56,189       $   52,550
         Expenses                                               --                 --           (380 )             --
         Gain on disposal of assets                        279,813                 --        279,813               --
                                                      -------------     --------------  -------------   --------------
         Income from discontinued operations             $ 297,188         $   32,808   $    335,622       $   52,550
                                                      =============     ==============  =============   ==============
</TABLE>
<page>

                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


7.       Related Party Transaction:

         In June 2002,  the  Partnership  acquired a property in Denton,  Texas,
         from CNL  Funding  2001-A,  LP, for a purchase  price of  approximately
         $1,147,600  (see Note 3). In  addition,  in June 2002,  CNL  Restaurant
         Investments II Joint Venture also acquired a property in Dallas, Texas,
         from CNL  Funding  2001-A,  LP, for a purchase  price of  approximately
         $1,147,400 (see Note 4). CNL Funding 2001-A,  LP is an affiliate of the
         general partners.  CNL Funding 2001-A, LP had purchased and temporarily
         held title to the properties in order to facilitate the  acquisition of
         the properties by the Partnership  and the Joint Venture.  The purchase
         price paid by the  Partnership  and the Joint Venture  represented  the
         costs  incurred  by CNL  Funding  2001-A,  LP to acquire  and carry the
         properties, including closing costs.

8.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental  revenues and mortgage
         interest income from individual  lessees,  each  representing more than
         ten percent of the  Partnership's  total  rental  revenues and mortgage
         interest  income  (including  the  Partnership's  share of total rental
         revenues from the  unconsolidated  joint ventures and the property held
         as tenants-in-common with affiliates of the general partners), for each
         of the six months ended June 30:
<TABLE>
<CAPTION>

                                                                  2002               2001
                                                             ---------------    ---------------

 <c>
             Golden Corral Corporation                            $ 300,546         $  338,876
             Carrols Corporation                                    197,672            195,069
             Steak and Ale of Illinois, Inc. and Steak
                  and Ale of Colorado, Inc.                         165,242                N/A
             Burger King Corporation                                    N/A            168,792
</TABLE>

         In addition,  the following schedule presents total rental revenues and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing  more than ten percent of the  Partnership's  total rental
         revenues and mortgage  interest  income  (including  the  Partnership's
         share of total rental revenues from the  unconsolidated  joint ventures
         and the  property  held as  tenants-in-common  with  affiliates  of the
         general partners) for each of the six months ended June 30:
<TABLE>
<CAPTION>

                                                                         2002               2001
                                                                    ---------------    ---------------

 <c>
                    Burger King                                          $ 417,543         $  430,778
                    Golden Corral Family Steakhouse
                        Restaurants                                        300,546            338,876
                    Bennigan's                                             165,242                N/A
</TABLE>

         The information denoted by N/A indicates that for the period presented,
         the tenant did not represent more than ten percent of the Partnership's
         total rental revenues and mortgage interest income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains will  significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.
<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


9.       Commitment:

         In June 2002, the Partnership and CNL Income Fund IX, Ltd. entered into
         an  agreement  with an  unrelated  third party to sell the  property in
         Libertyville,  Illinois.  The  Partnership  owns a 66% interest in this
         property,  as  tenants-in-common,  with CNL  Income  Fund IX,  Ltd.,  a
         Florida limited partnership and an affiliate of the general partners.

10.      Subsequent Event:

         In July 2002, the Partnership  reinvested  approximately $88,300 of the
         return of capital  received from CNL  Restaurants  Investments II Joint
         Venture  (see  note 4) to  acquire  a 10%  interest  in a  Property  in
         Kenosha,  Wisconsin as a  tenant-in-common  arrangement with CNL Income
         Fund XVII, Ltd., a Florida limited  partnership and an affiliate of the
         general partners.


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 June 30, 2001, the
Partnership  owned 25  Properties  directly  and twelve  Properties  indirectly,
through  joint venture or tenancy in common  arrangements.  As of June 30, 2002,
the Partnership owned 24 Properties  directly and twelve Properties  indirectly,
through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2002 and 2001 was cash from operating  activities  (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received,  less cash paid for expenses).  Cash from operating  activities
was  $1,660,488  and $1,705,948 for the six months ended June 30, 2002 and 2001,
respectively.  The increase in cash from operating activities for the six months
ended June 30,  2002,  was  primarily  a result of changes in the  Partnership's
working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 2002.

         In January 2002, the Partnership  reinvested a portion of the net sales
proceeds  it  received  from  the sale of the  Property  in  Statesville,  North
Carolina,  and the prepaid  principal  received in 2001 relating to a promissory
note, in a Denny's Property located in Ontario,  Oregon,  at an approximate cost
of $654,400.

         In February 2002, a tenant, Brandon Fast Food Services, Inc., filed for
bankruptcy.  As of June 30, 2002, 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 the Property in
Brandon,  Florida, 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  could  have  an  adverse  effect  on the  results  of  operations  of the
Partnership  if the  Partnership  is unable to lease  the  Property  in a timely
manner.

         In connection  with the 1996 sale of its property in Orlando,  Florida,
the  Partnership  accepted a promissory note in the principal sum of $1,388,568,
representing  the gross sales price of $1,375,000,  plus tenant closing costs of
$13,568 that the Partnership  financed on behalf of the tenant. In May 2002, the
borrower  repaid  the  outstanding  principal  in the  amount  of  approximately
$917,900.  This amount was applied to the  outstanding  principal  balance.  The
Partnership intends to reinvest these proceeds in an additional income producing
Property.

         In May 2002,  the  Partnership  sold its  property  in  Baseball  City,
Florida  to  the  tenant  and  received  net  sales  proceeds  of  approximately
$1,184,600  resulting  in a gain  on  disposal  of  discontinued  operations  of
approximately $279,800. In June 2002, the Partnership reinvested the majority of
the net sales  proceeds,  it received  from the sale of this  Property in a Taco
Cabana Property located in Denton,  Texas, at an approximate cost of $1,147,600.
In June  2002,  CNL  Restaurant  Investments  II Joint  Venture,  in  which  the
Partnership  owns a 36.8% interest,  sold its Property in Columbus,  Ohio to the
tenant for a sales  price of  approximately  $1,219,600  resulting  in a gain of
approximately $448,300. The joint venture used the proceeds from the sale of the
property  in  Columbus,  Ohio to  acquire  a  property  in  Dallas,  Texas at an
approximate cost of $1,147,400. The Partnership acquired the Property in Denton,
Texas and the joint  venture  acquired  the  property in Dallas,  Texas from CNL
Funding  2001-A,  LP, a Delaware  limited  partnership  and an  affiliate of the
general  partners.  CNL Funding 2001-A,  LP had purchased and  temporarily  held
title to the Properties in order to facilitate the acquisition of the Properties
by the  Partnership  and the  Joint  Venture.  The  purchase  price  paid by the
Partnership and the Joint Venture  represented the costs incurred by CNL Funding
2001-A,  LP to acquire the  Properties,  including  closing  costs.  The general
partners believe that these transactions,  or a portion thereof, relating to the
sales and the  reinvestment of the net sales  proceeds,  described  above,  will
qualify  as  a  like-kind  transaction  for  federal  income  tax  purpose.  The
Partnership  anticipates  its  distributions  will be  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 transaction.

         In addition in June 2002, CNL  Restaurant  Investments II Joint Venture
sold its  property  in  Pontiac,  Michigan  to the tenant  for a sales  price of
approximately $725,000 resulting in a loss of $189,800. As of June 30, 2002, the
Partnership had received approximately $265,900 representing a return of capital
for its pro-rata  share of the  uninvested  net sales  proceeds  relating to the
Property  in  Pontiac,  Michigan.  In  July  2002,  the  Partnership  reinvested
approximately  $88,300 of the return of capital to acquire a 10%  interest  in a
Property in Kenosha, Wisconsin, as tenants-in-common, with CNL Income Fund XVII,
Ltd., a Florida limited partnership and an affiliate of the general partners.

         In June 2002, the Partnership and CNL Income Fund IX, Ltd. entered into
an agreement with an unrelated third party to sell the property in Libertyville,
Illinois.   The   Partnership   owns  a  66%  interest  in  this  property,   as
tenants-in-common,  with CNL Income Fund IX, Ltd., a Florida limited partnership
and an affiliate of the general partners.  As of August 8, 2002 the sale had not
occurred.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 90-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, 2002, the Partnership had $2,697,872
invested in such short-term  investments,  as compared to $2,085,133 at December
31,  2001.  The  increase  in cash and cash  equivalents  at June 30,  2002,  as
compared to December 31, 2001,  was  primarily due to the fact that in May 2002,
the Partnership received a payment of approximately $917,900 for the outstanding
principal  relating to a mortgage note, as described  above. The funds remaining
at June 30, 2002, after payment of distributions and other liabilities,  will be
used to invest in an additional Property, held as tenants-in-common, and to meet
the Partnership's working capital needs.

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.

         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, 2002 and 2001  ($787,501  for each of the quarters  ended June 30, 2002
and 2001).  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,
2002 and 2001. No amounts distributed to the limited partners for the six months
ended  June 30,  2002 and 2001 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 $913,191 at June 30,  2002,  from  $931,333 at December  31, 2001,
primarily as a result of a decrease in rents paid in advance and  deposits.  The
general  partners  believe that the  Partnership  has sufficient cash on hand to
meet its current working capital needs.
<page>

Long-Term Liquidity

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

Results of Operations

         Total rental revenues were $1,279,997 for the six months ended June 30,
2002, as compared to $1,321,569 for the six months ended June 30, 2001, of which
$622,383 and $641,906  were earned  during the second  quarter of 2002 and 2001,
respectively.  The decrease in rental revenues during the quarter and six months
ended June 30, 2002, as compared to the same periods in 2001,  was partially due
to the sale of a Property in 2001. The decrease in rental revenues was partially
offset due to the fact that in 2002 the Partnership  reinvested in a Property in
Ontario, Oregon and Denton, Texas, as described above in "Capital Resources."

         During the quarter and six months  ended June 30,  2001,  the tenant of
the  Property in North Fort Myers,  Florida,  vacated  the  Property  and ceased
making rental payments on this Property.  As a result,  the Partnership  stopped
recording rental revenues relating to this Property. The lease was terminated in
July 2001.  The  decrease  during the quarter and six months ended June 30, 2002
was partially offset by the fact that in September 2001, the Partnership entered
into a new lease with a new tenant for this  Property for which rental  payments
commenced in December 2001. The  Partnership  re-leased this Property to the new
tenant with terms  substantially  the same as the  Partnership's  other  leases.
Rents due under the new lease are lower than rents due under the previous lease;
therefore,  the Partnership  expects that rental revenues in future periods will
remain at reduced amounts.  However, the general partners do not anticipate that
any decrease in rental  revenues  relating to the new lease will have a material
adverse affect on the Partnership's financial position or results of operations.

         The decrease in rental revenues during the quarter and six months ended
June 30,  2002,  was also  partially  due to the fact that the tenant of several
Golden  Corral  Properties  exercised  the  lease  option to a  contingent  rent
reduction to be invested in Property  renovations.  This  decrease in contingent
rent was  partially  offset by an increase in gross sales of certain  restaurant
properties, the leases of which require the payment of contingent rental income.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
earned $51,827 and $174,703 respectively, in interest and other income, of which
$23,912 and  $61,448  were earned  during the  quarters  ended June 30, 2002 and
2001, respectively. The decrease in interest and other income during the quarter
and six months ended June 30, 2002, was partially due to a reduction in interest
income as a result of the  prepayment  of  principal  on two  mortgage  notes of
approximately  $441,500  during 2001, and the prepayment of principal on a third
mortgage note of  approximately  $917,900  during 2002. The decrease in interest
and other income during the six months ended June 30, 2002,  was also  partially
due to the fact that during the six months ended June 30, 2001, the  Partnership
received and recorded as income additional amounts relating to a settlement from
the Florida Department of Transportation for a right of way taking relating to a
parcel of land on its Property in Brooksville, Florida which was sold in 2000.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
recognized  income of $299,961 and $177,769,  respectively,  attributable to net
operating results by unconsolidated joint ventures,  of which income of $198,391
and $90,268  were  reported  during the  quarters  ended June 30, 2002 and 2001,
respectively.  The  increase in  operating  results  reported by joint  ventures
during the quarter and six months ended June 30,  2002,  as compared to the same
periods in 2001,  was primarily due to the fact that CNL  Restaurant  Investment
II, Ltd., in which the Partnership  owns a 36.8% interest,  sold its property in
Columbus,  Ohio to the  tenant  for a sales  price of  approximately  $1,219,600
resulting in a gain of approximately  $448,300.  In addition,  in June 2002, CNL
Restaurant  Investments  II, Ltd. sold its property in Pontiac,  Michigan to the
tenant  for a sales  price  of  approximately  $725,000  resulting  in a loss of
$189,800.  The  Partnership  recognized  its  pro-rata  share  of the  net  gain
resulting from these sales, as described below.  Net operating  results reported
by joint ventures also  increased  during the six months ended June 30, 2002, as
compared to the same period in 2001,  partially due to the fact that in 2001 the
Partnership  invested  in a  joint  venture  and in two  Properties,  each  as a
separate  tenants-in-common  arrangement,  with Florida limited partnerships and
affiliates  of  the  general   partners.   Net  operating  results  reported  by
unconsolidated  joint  ventures  during the six months  ended June 30, 2001 were
lower, when compared to the same period in 2002, due to the sale of the Property
owned by Middleburg  Joint Venture in March 2001. In connection  with this sale,
the Joint Venture recognized a loss of approximately $61,900.

         In June  2002,  the  Partnership  and CNL  Income  Fund  IX,  Ltd.,  as
tenants-in-common,  entered into an agreement  with an unrelated  third party to
sell the Property in Libertyville, Illinois, in which the Partnership owns a 34%
interest, as described below.

         During  the six  months  ended  June 30,  2002,  three  lessees  of the
Partnership and its consolidated joint venture,  (i) Golden Corral  Corporation,
(ii) Carrols Corporation and (iii) Steak and Ale of Illinois, Inc. and Steak and
Ale of Colorado,  Inc.  (which are  affiliated  entities under common control of
Metromedia  Restaurant  Group),  each  contributed  more than ten percent of the
Partnership's  total rental  revenues and mortgage  interest  income  (including
rental  revenues  from the  Partnership's  consolidated  joint  venture  and the
Partnership's  share of rental revenues from Properties  owned by joint ventures
and Properties  owned with affiliates as  tenants-in-common).  It is anticipated
that, based on the minimum annual rental payments required by the leases,  these
three  lessees  will  continue  to  contribute  more  than  ten  percent  of the
Partnership's  total rental revenues and mortgage  interest income. In addition,
during the six months ended June 30, 2002, three Restaurant Chains, Burger King,
Golden Corral Family Steakhouse  Restaurants and Bennigan's,  each accounted for
more than ten percent of the  Partnership's  total rental  revenues and mortgage
interest income (including  rental revenues from the Partnership's  consolidated
joint venture and the  Partnership's  share of rental  revenues from  Properties
owned by  unconsolidated  joint ventures and Properties owned with affiliates as
tenants-in-common).  It is anticipated that these three  Restaurant  Chains each
will  continue to account for more than ten percent of the  Partnership's  total
rental  revenues  and  mortgage  interest  income  to which the  Partnership  is
entitled  under  the  terms of the  leases.  Any  failure  of these  lessees  or
Restaurant  Chains  will  materially  affect  the  Partnership's  income  if the
Partnership is not able to re-lease the Property in a timely manner.

         Operating expenses, including depreciation and amortization expense and
provision  for  write-down  of assets were  $370,004 and  $748,864,  for the six
months  ended  June 30,  2002 and  2001,  respectively,  of which  $168,219  and
$258,101  were  incurred  during  the  quarters  ended  June 30,  2002 and 2001,
respectively.  Operating  expenses  were higher during the six months ended June
30,  2001,  due to  the  fact  that  the  Partnership  recorded  provisions  for
write-down  of assets in the amounts of $181,815 and  $117,664,  relating to the
Properties in North Fort Myers, Florida, and Statesville, North Carolina, due to
the tenants  ceasing  operations  and vacating the  Properties.  The  provisions
represented  the difference  between the carrying value of the  Properties,  and
their fair value at June 30, 2001.  The  Partnership  also  incurred real estate
taxes relating to the Property in North Fort Myers,  Florida.  In December 2001,
the Partnership  entered into a new lease with a new tenant, for the Property in
North Fort Myers, Florida, as described above, and the new tenant is responsible
for the property expenses. The Property in Statesville,  North Carolina was sold
in May 2001 and the  Partnership  received net sales  proceeds of  approximately
$877,000, resulting in a gain of approximately $28,300.

         In addition,  the decrease in operating  expenses during the six months
ended  June 30,  2002  was due to lower  administrative  expenses  incurred  for
servicing  the  Partnership  and its  Properties  and due to a decrease in state
taxes.  The decrease in operating  expenses during the six months ended June 30,
2002,  was partially  offset by an increase in  depreciation  expense due to the
purchase  of two  Properties  during  2002 and the fact that  during  2001,  the
Partnership reclassified the lease relating to the Property in North Fort Myers,
Florida  from direct  financial  leases to  operating  leases as a result of the
tenant vacating the Property.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         In May 2002, the Partnership  sold its Burger King property in Baseball
City, Florida, to the tenant resulting in a gain of approximately  $279,800,  as
described above in "Capital  Resources."  The Partnership  recognized net rental
income (rental income relating to this Property less Property related  expenses)
of $55,809  and  $52,550  during the six  months  ended June 30,  2002 and 2001,
respectively, of which $17,375 and $32,808 were earned during the quarters ended
June 30, 2002 and 2001, respectively.  The amounts were reported as Discontinued
Operations in the financial statements.

         In June 2002, CNL Restaurant  Investments  II, in which the Partnership
owns a 36.8% interest,  sold its property in Columbus,  Ohio to the tenant for a
sales price of  approximately  $1,219,600  resulting in a gain of  approximately
$448,300.  This joint  venture  also sold in June 2002 its  property in Pontiac,
Michigan to the tenant for a sales price of approximately  $725,000 resulting in
a loss of $189,800,  as discussed  above in "Capital  Resources." In addition in
June 2002, the Partnership  and CNL Income Fund IX, Ltd., as  tenants-in-common,
entered into an agreement with an unrelated  third party to sell the property in
Libertyville,  Illinois,  in which  the  Partnership  owns a 66%  interest.  The
Partnership expects to use the proceeds from the expected sale to reinvest in an
additional  Property.  In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets", the tenancy-in-common  reclassified the assets relating to the Property
in  Libertyville,  Illinois  from land and  building on  operating  leases,  and
accrued rental income to real estate held for sale. The property was recorded at
the lower of its  carrying  amount or fair value  less cost to sell.  During the
quarter and six months ended June 30, 2002, the tenancy-in-common  suspended the
recording of depreciation and accrued rental income upon placing the property up
for  sale.  In  connection  with the  Properties  in  Columbus,  Ohio;  Pontiac,
Michigan;  and Libertyville,  Illinois,  net rental income (rental revenues less
Property related  expenses) of $140,775 and $149,105 were recognized  during the
six months  ended June 30,  2002 and 2001,  respectively,  of which  $67,788 and
$74,498  were  earned  during  the  quarters  ended  June  30,  2002  and  2001,
respectively.  The Partnership's pro-rata share of these amounts are included in
equity  in  earnings  of  unconsolidated  joint  ventures  in  the  accompanying
financial statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.
<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. (Filed
                             herewith.)

                     (b)     Reports on Form 8-K

                             No  reports  on Form  8-K  were  filed  during  the
                             quarter ended June 30, 2002.
<page>

                                   SIGNATURES



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

         DATED this 12th day of August, 2002.


                                          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 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund VIII, Ltd. (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.



Date:   August 12, 2002                      /s/ James M. Seneff, Jr.
                                             -----------------------------
                                             Name:  James M. Seneff, Jr.
                                             Title:   Chief Executive Officer


<page>

                    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

The  undersigned,  Robert A. Bourne,  the  President and Treasurer of CNL Realty
Corporation,  the corporate  general  partner of CNL Income Fund VIII, Ltd. (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.



Date:  August 12, 2002                        /s/ Robert A. Bourne
                                              -------------------------------
                                              Name:  Robert A. Bourne
                                              Title: President and Treasurer
<page>
                                  EXHIBIT INDEX


     Exhibit Number

         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. (Filed herewith.)
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                                  EXHIBIT 10.5