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          September 30, 1996        
                               -----------------------------------

                                      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            (I.R.S. Employer
of incorporation or organiza-           Identification No.)
tion)


400 E. South Street, #500
Orlando, Florida                                32801              
----------------------------        -------------------------------
(Address of principal                       (Zip Code)
executive offices)


Registrant's telephone number
(including area code)                       (407) 422-1574         
                                    -------------------------------


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         
                                                      -------       -------


                                   CONTENTS
                                   --------




Part I                                                            Page
                                                                  ----

  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                       5-7

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                                8-12


Part II

  Other Information                                               13





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


                                               September 30,     December 31,
            ASSETS                                 1996              1995    
            ------                             -------------     ------------

Land and buildings on operating 
  leases, less accumulated 
  depreciation of $1,177,320 and
  $1,020,592                                    $14,729,643      $14,886,371
Net investment in direct financing 
  leases                                         10,973,888       11,091,605
Investment in joint ventures                      2,951,507        2,763,798
Mortgage notes receivable                           461,924          463,833
Cash and cash equivalents                         1,486,491        1,620,865
Receivables, less allowance for 
  doubtful accounts of $16,683 and
  $28,490                                             9,534           38,522
Prepaid expenses                                      8,054            2,912
Accrued rental income                             1,727,025        1,655,009
Other assets                                         52,671           52,671
                                                -----------      -----------

                                                $32,400,737      $32,575,586
                                                ===========      ===========


LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

Accounts payable                                $     5,156      $     7,593
Escrowed real estate taxes payable                   22,187            5,496
Distributions payable                               787,500          962,500
Due to related parties                               21,944           20,135
Rents paid in advance                               103,423           31,864
                                                -----------      -----------
    Total liabilities                               940,210        1,027,588

Minority interest                                   107,959          107,656

Partners' capital                                31,352,568       31,440,342
                                                -----------      -----------

                                                $32,400,737      $32,575,586
                                                ===========      ===========


           See accompanying notes to condensed financial statements.




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


                                   Quarter Ended          Nine Months Ended  
                                    September 30,           September 30,    
                                  1996        1995        1996        1995   
                               ----------  ----------  ----------  ----------
Revenues:
  Rental income from 
    operating leases           $  458,994  $  483,040  $1,404,530  $1,464,899
  Earned income from 
    direct financing 
    leases                        332,736     330,611   1,001,761   1,013,458
  Contingent rental income          4,441       8,795      12,111      36,000
  Interest and other income        26,288      20,986      75,478      50,956
                               ----------  ----------  ----------  ----------
                                  822,459     843,432   2,493,880   2,565,313
                               ----------  ----------  ----------  ----------

Expenses:
  General operating and 
    administrative                 39,581      36,945     121,787      96,490
  Professional services             5,321       5,042      19,309      21,317
  State and other taxes                -           -        4,756       6,797
  Depreciation and amorti-
    zation                         52,243      54,521     156,728     164,002
                               ----------  ----------  ----------  ----------
                                   97,145      96,508     302,580     288,606
                               ----------  ----------  ----------  ----------

Income Before Minority 
  Interest in Income of 
  Consolidated Joint 
  Venture, Equity in Earnings 
  of Unconsolidated Joint 
  Ventures and Gain on Sale 
  of Land and Building and 
  Provision for Loss on
  Land and Building               725,314     746,924   2,191,300   2,276,707

Minority Interest in Income 
  of Consolidated Joint    
  Venture                          (3,485)     (3,546)    (10,428)    (10,535)

Equity in Earnings of
  Unconsolidated Joint 
  Ventures                         69,183      61,194     192,885     183,541

Gain on Sale of Land and
  Building                             -       71,638          -       71,638

Provision for Loss on Land
  and Building                    (99,031)         -      (99,031)         - 
                               ----------  ----------  ----------  ----------

Net Income                     $  691,981  $  876,210  $2,274,726  $2,521,351
                               ==========  ==========  ==========  ==========

Allocation of Net Income:
  General partners             $    7,396  $    8,762  $   23,223  $   25,214
  Limited partners                684,585     867,448   2,251,503   2,496,137
                               ----------  ----------  ----------  ----------

                               $  691,981  $  876,210  $2,274,726  $2,521,351
                               ==========  ==========  ==========  ==========

Net Income Per Limited 
  Partner Unit                 $    0.020  $    0.025  $    0.064  $    0.071
                               ==========  ==========  ==========  ==========

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.




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


                                           Nine Months Ended      Year Ended 
                                             September 30,       December 31,
                                                 1996                1995    
                                           -----------------     ------------

General partners:
  Beginning balance                          $   162,612        $   129,898
  Net income                                      23,223             32,714
                                             -----------        -----------
                                                 185,835            162,612
                                             -----------        -----------

Limited partners:
  Beginning balance                           31,277,730         31,298,691
  Net income                                   2,251,503          3,304,041
  Distributions ($0.068 and
    $0.095 per limited
    partner unit, respectively)               (2,362,500)        (3,325,002)
                                             -----------        -----------
                                              31,166,733         31,277,730
                                             -----------        -----------
Total partners' capital                      $31,352,568        $31,440,342
                                             ===========        ===========


           See accompanying notes to condensed financial statements.




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


                                                       Nine Months Ended    
                                                         September 30,      
                                                      1996          1995    
                                                   -----------    -----------

Increase (Decrease) in Cash and 
  Cash Equivalents:

    Net Cash Provided by Operating
      Activities                                  $ 2,647,878    $ 2,472,193
                                                  -----------    -----------

    Cash Flows from Investing 
      Activities:
        Proceeds from sale of land
          and building                                     -       1,184,865
        Additions to land and 
          buildings on operating leases                (1,135)      (397,291)
        Investment in direct financing
          leases                                       (1,326)      (550,909)
        Investment in joint venture                  (234,059)            - 
        Collections on mortgage notes
          receivable                                    1,893             - 
        Increase in restricted cash                        -        (236,717)
                                                  -----------    -----------
            Net cash used in investing 
              activities                             (234,627)           (52)
                                                  -----------    -----------

    Cash Flows from Financing 
      Activities:
        Distributions to limited 
          partners                                 (2,537,500)    (2,520,000)
        Distributions to holder of 
          minority interest                           (10,125)        (8,356)
                                                  -----------    -----------
            Net cash used in financing
              activities                           (2,547,625)    (2,528,356)
                                                  -----------    -----------

Net Decrease in Cash and Cash Equivalents            (134,374)       (56,215)

Cash and Cash Equivalents at Beginning 
  of Period                                         1,620,865      1,439,545
                                                  -----------    -----------

Cash and Cash Equivalents at End
  of Period                                       $ 1,486,491    $ 1,383,330
                                                  ===========    ===========

Supplemental Schedule of Non-Cash 
  Investing and Financing Activities:
   Building costs incurred and
      unpaid at end of period                     $        -     $     2,375
                                                  ===========    ===========

    Distributions declared and unpaid at 
      end of period                               $   787,500    $   787,500 
                                                  ===========    ===========
                                                             

           See accompanying notes to condensed financial statements.




                          CNL INCOME FUND VIII, LTD.
                        (A Florida Limited Partnership)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
          Quarters and Nine Months Ended September 30, 1996 and 1995


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 nine months ended September 30, 1996, may not be
      indicative of the results that may be expected for the year ending
      December 31, 1996.  Amounts as of December 31, 1995, 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 CNL Income Fund
      VIII, Ltd.'s Form 10-K for the year ended December 31, 1995.

      CNL Income Fund VIII, Ltd. (the "Partnership") accounts for its 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.

      Effective January 1, 1996, the Partnership adopted Statement of
      Financial Accounting Standards No. 121, "Accounting for the Impairment
      of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  The
      Statement requires that an entity review long-lived assets and certain
      identifiable intangibles, to be held and used, for impairment whenever
      events or changes in circumstances indicate that the carrying amount of
      the asset may not be recoverable.

2.    Investment in Joint Ventures:
      ----------------------------

      In May 1996, the Partnership entered into a joint venture arrangement,
      Middleburg Joint Venture, with an affiliate of the Partnership which has
      the same general partners to hold one restaurant property.  As of
      September 30, 1996, the Partnership and its co-venture partner had
      contributed $234,059 and $1,645,024, respectively, to the joint venture
      to acquire the restaurant property.  As of September 30, 1996, the
      Partnership and its co-venture partner owned approximately a 12 percent
      and 88 percent interest, respectively, in the profits and losses of the
      joint venture.  The Partnership accounts for its investment in this
      joint venture under the equity method since the Partnership shares
      control with the affiliate.  

      The following presents the combined, condensed financial information for
      all of the Partnership's investments in joint ventures at:

                                           September 30,     December 31,
                                               1996              1995    
                                           -------------     ------------

            Land and buildings on 
              operating leases,
              less accumulated
              depreciation                   $6,696,149       $6,299,941
            Net investment in
              direct financing
              lease                           1,352,953               - 
            Cash                                  9,536              387
            Receivables                             890               - 
            Prepaid expenses                        875              278
            Accrued rental income                81,594           65,254
            Liabilities                           9,892              461
            Partners' capital                 8,132,105        6,365,399
            Revenues                            613,284          711,701
            Net income                          482,360          539,159

      The Partnership recognized income totalling $192,885 and $183,541 for
      the nine months ended September 30, 1996 and 1995, respectively, from
      these joint ventures, $69,183 and $61,194 of which was earned during the
      quarters ended September 30, 1996 and 1995, respectively.

3.    Subsequent Event:
      ----------------

      In October 1996, the Partnership sold its property in Orlando, Florida,
      to the tenant for $1,375,000.  In connection therewith, the Partnership
      accepted a promissory note in the principal sum of $1,388,568,
      representing the sales price plus tenant closing costs that the
      Partnership financed on behalf of the tenant.  The promissory note bears
      interest at a rate of 10.75% per annum, is collateralized by a mortgage
      on the property, and will be collected in 12 monthly installments of
      interest only and 168 equal monthly installments of principal and
      interest.  This property was originally acquired by the Partnership in 
      December 1990 and had a  cost of approximately $1,177,000, excluding
      acquisition fees and miscellaneous acquisition expenses; therefore, the
      Partnership sold the property for approximately $198,000 in excess of
      its original purchase price.  Due to the fact that the Partnership had
      recognized additional rental income (accrued rental income) since
      inception of the lease relating to the straight-lining of future
      scheduled rent increases in accordance with generally accepted
      accounting principles, the Partnership wrote-off the non-recoverable
      portion of the accrued rental income as a result of the sale of this
      property, resulting in a provision for loss on land and building of
      $99,031 for financial reporting purposes for the quarter ended
      September 30, 1996.  Due to the fact that the straight-lining of future
      rent increases over the term of the lease is a non-cash accounting
      adjustment, the write-off of these amounts is a loss for financial
      statement purposes only.



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

      CNL Income Fund VIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains.   The
leases are generally triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities.  As of
September 30, 1996, the Partnership owned 37 Properties, including interests
in nine Properties owned by joint ventures in which the Partnership is a co-
venturer.

Liquidity and Capital Resources
-------------------------------

      The Partnership's primary source of capital for the nine months ended
September 30, 1996 and 1995, 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
$2,647,878 and $2,472,193 for the nine months ended September 30, 1996 and
1995, respectively.  The increase in cash from operations for the nine months
ended September 30, 1996, is primarily a result of changes in the
Partnership's working capital.

      In May 1996, the Partnership reinvested the remaining net sales proceeds
of approximately $234,100 from the 1995 sale of the Property in Ocoee,
Florida, in Middleburg Joint Venture.  The Partnership has an approximate 12
percent interest in the profits and losses of Middleburg Joint Venture and the
remaining interest in this joint venture is held by an affiliate of the
Partnership which has the same general partners.

      In October 1996, the Partnership sold its Property in Orlando, Florida,
to the tenant for $1,375,000.  In connection with the sale of the Property in
Orlando, Florida, the Partnership accepted a promissory note in the principal
sum of $1,388,568, representing the sales price plus tenant closing costs that
the Partnership financed on behalf of the tenant.  The promissory note bears
interest at a rate of 10.75% per annum, is collateralized by a mortgage on the
property, and will be collected in 12 monthly installments of interest only
and 168 equal monthly installments of principal and interest.  Proceeds
received from the collection of this mortgage note will be distributed to the
limited partners or will be used for other Partnership purposes.  This
Property was originally acquired by the Partnership in  December 1990 and had
a cost of approximately $1,177,000, excluding acquisition fees and
miscellaneous acquisition expenses; therefore, the Partnership sold the
Property for approximately $198,000 in excess of its original purchase price. 
Due to the fact that the Partnership had recognized additional rental income
(accrued rental income) since inception of the lease relating to the straight-
lining of future  scheduled  rent  increases in  accordance  with  generally
accepted accounting principles, the Partnership wrote-off the non-recoverable
portion of the accrued rental income as a result of the sale of this Property,
resulting in a provision for loss on land and building of $99,031 for
financial reporting purposes for the nine months ended September 30, 1996. 
Due to the fact that the straight-lining of future scheduled rent increases
over the term of the lease is a non-cash accounting adjustment, the write-off
of these amounts is a loss for financial statement purposes only.

      Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments
pending the Partnership's use of such funds to pay Partnership expenses or to
make distributions to the partners.  At September 30, 1996, the Partnership
had $1,486,491 invested in such short-term investments as compared to
$1,620,865 at December 31, 1995.  The decrease in cash and cash equivalents
during the nine months ended September 30, 1996, is primarily the result of
the Partnership investing approximately $234,100 in Middleburg Joint Venture,
as described above.  Cash and cash equivalents also decreased as a result of
the payment of a special distribution to the limited partners of $175,000 in
January 1996 of cumulative excess operating reserves.  The decrease in cash
and cash equivalents was slightly offset by an increase of approximately
$71,600 in rents paid in advance collected at September 30, 1996.  The funds
remaining at September 30, 1996, after payment of distributions and other
liabilities, will be used to meet the Partnership's working capital and other
needs.

      Total liabilities of the Partnership, including distributions payable,
decreased to $940,210 at September 30, 1996, from $1,027,588 at December 31,
1995, primarily as the result of the Partnership's accruing a special
distribution payable to the limited partners of $175,000 at December 31, 1995,
as described above, which was paid in January 1996.  The decrease was
partially offset by an increase of approximately $71,600 in rents paid in
advance collected at September 30, 1996.  The general partners believe that
the Partnership has sufficient cash on hand to meet its current working
capital needs.

      Based primarily on cash from operations, the Partnership declared
distributions to the limited partners of $2,362,500 for each of the nine
months ended September 30, 1996 and 1995 ($787,500 for each of the quarters
ended September 30, 1996 and 1995).  This represents distributions for each
applicable nine months of $0.068 per unit ($0.023 per unit for each applicable
quarter).  No distributions were made to the general partners for the quarters
and nine months ended September 30, 1996 and 1995.  No amounts distributed or
to be distributed to the limited partners for the nine months ended September
30, 1996 and 1995, are required to be or have been treated by the Partnership
as a return of capital for purposes of calculating the limited partners'
return on their adjusted capital contributions.  The Partnership intends to
continue to make distributions of cash available for distribution to the
limited partners on a quarterly basis.

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

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

Results of Operations
---------------------

      During the nine months ended September 30, 1995, the Partnership and its
consolidated joint venture, Woodway Joint Venture, owned and leased 32 wholly
owned Properties (including one Property in Ocoee, Florida, which was sold in
July 1995), and during the nine months ended September 30, 1996, the
Partnership and its consolidated joint venture owned and leased 29 wholly
owned Properties, to operators of fast-food and family-style restaurant
chains.  In connection therewith, during the nine months ended September 30,
1996 and 1995, the Partnership and Woodway Joint Venture earned $2,406,291 and
$2,478,357, respectively, in rental income from operating leases and earned
income from direct financing leases, $791,730 and $813,651 of which was earned
during the quarters ended September 30, 1996 and 1995, respectively.  The
decrease in rental  and earned income is  primarily attributable to a decrease
of approximately $11,900 and $85,800 during the quarter and nine months ended
September 30, 1996, respectively, as a result of the sale of the Property in
Ocoee, Florida, in July 1995.  The decrease was offset by an increase of
approximately $24,800 and $88,500 during the quarter and nine months ended
September 30, 1996, respectively, in rental income due to the reinvestment of
a portion of the net sales proceeds in a Property in North Fort Myers,
Florida, in September 1995.  Rental and earned income also decreased
approximately $13,900 and $41,800 during the quarter and nine months ended
September 30, 1996, respectively, as a result of the sale of two Properties
located in Jacksonville, Florida, in December 1995.  However, as a result of
Partnership accepting mortgage notes for the sale of the two Properties
located in Jacksonville, Florida, interest income increased during the quarter
and nine months ended September 30, 1996, as discussed below.

      For the nine months ended September 30, 1996 and 1995, the Partnership
earned $12,111 and $36,000, respectively, in contingent rental income, $4,441
and $8,795 of which was earned during the quarters ended September 30, 1996
and 1995, respectively.  The decrease in contingent rental income is primarily
attributable to the Partnership's collecting approximately $2,100 and $23,200
during the quarter and nine months ended September 30, 1995,  respectively, in
amounts previously written off as uncollectible relating to  two Properties 
located in  Jacksonville, Florida, and one Property in Orlando, Florida.  In
October 1996, the Partnership sold the Property in Orlando, Florida as
described above in "Liquidity and Capital Resources".

      Interest and other income were $75,478 and $50,956 for the nine months
ended September 30, 1996 and 1995, respectively, of which $26,288 and $20,986
was earned for the quarters ended September 30, 1996 and 1995, respectively. 
The increase in interest and other income is primarily attributable to the
interest earned on the mortgage notes accepted in connection with the sale of
the two Properties located in Jacksonville, Florida, in December 1995.

      For the nine months ended September 30, 1995, the Partnership owned and
leased seven Properties indirectly through joint venture arrangements.  During
the nine months ended September 30, 1996, the Partnership owned and leased
eight Properties indirectly through joint  venture  arrangements.   In
connection therewith, during the nine months ended September 30, 1996 and
1995, the Partnership earned $192,885 and $183,541, respectively, attributable
to net income earned by these joint ventures, $69,183 and $61,194 of which was
earned during the quarters ended September 30, 1996 and 1995, respectively. 
The increase in net income earned by joint ventures is primarily due to the
fact that the Partnership invested in Middleburg Joint Venture in May 1996, as
described in "Liquidity and Capital Resources."

      Operating expenses, including depreciation and amortization expense,
were $302,580 and $288,606 for the nine months ended September 30, 1996 and
1995, respectively, of which $97,145 and $96,508  were incurred  for the 
quarters ended  September 30, 1996 and 1995, respectively.  The increase in
operating expenses during the nine months ended September 30, 1996, as
compared to the nine months ended September 30, 1995, is primarily
attributable to an increase in accounting and administrative expenses
associated with operating the Partnership and its Properties and the general
partners' obtaining contingent liability and property coverage for the
Partnership, effective May 1995.  This insurance policy is intended to reduce
the Partnership's exposure in the unlikely event a tenant's insurance policy
lapses or is insufficient to cover a claim relating to the Property.  The
increase in operating expenses during the nine months ended September 30,
1996, was partially offset by a decrease in depreciation expense as a result
of the sale of the two Properties located in Jacksonville, Florida, in
December 1995.

      As a result of the sale of the Property in Ocoee, Florida, in July 1995,
the Partnership recognized a gain for financial reporting purposes of $71,638
during the quarter and nine months ended September 30, 1995.  No Properties
were sold during the quarter and nine months ended September 30, 1996.

      In addition, during the nine months ended September 30, 1996, the
Partnership recorded a provision for loss on land and building in the amount
of $99,031 for financial reporting purposes, relating to the Property in
Orlando, Florida, as discussed above in "Liquidity and Capital Resources."




                          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 - None.

            (b)   No reports on Form 8-K were filed during the quarter ended
                  September 30, 1996.





                                  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 November, 1996.

                              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)