FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                 For the quarterly period ended March 31, 2001
   --------------------------------------------------------------------------

                                       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           5-7

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations              8-11

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        11

Part II.

     Other Information                                                12-13





<PAGE>





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

<TABLE>
<CAPTION>
<S><C>
                                                                               March 31,               December 31,
                                                                                  2001                     2000
                                                                           -------------------      -------------------
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $2,051,793 and $1,973,873,
       respectively                                                              $ 16,197,385             $ 16,275,305
   Net investment in direct financing leases                                        6,391,437                6,439,056
   Investment in joint ventures                                                     4,056,821                4,075,551
   Mortgage notes receivable                                                        1,411,312                1,424,436
   Cash and cash equivalents                                                        1,567,598                1,226,635
   Certificate of deposit                                                             363,814                  461,394
   Receivables, less allowance for doubtful accounts
       of $2,796 and $459, respectively                                                41,327                  105,075
   Due from related party                                                                  --                   30,010
   Prepaid expenses                                                                     7,417                   26,288
   Accrued rental income                                                            1,504,199                1,710,973
   Other assets                                                                        52,671                   52,671
                                                                           -------------------      -------------------

                                                                                 $ 31,593,981             $ 31,827,394
                                                                           ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   61,006               $   34,293
   Accrued and escrowed real estate taxes payable                                      29,155                   12,501
   Distributions payable                                                              787,501                  787,501
   Due to related parties                                                             144,690                   59,401
   Rents paid in advance                                                               92,205                   72,646
                                                                           -------------------      -------------------
       Total liabilities                                                            1,114,557                  966,342

   Commitment (Note 4)

   Minority interest                                                                  108,307                  108,518

   Partners' capital                                                               30,371,117               30,752,534
                                                                           -------------------      -------------------

                                                                                 $ 31,593,981             $ 31,827,394
                                                                           ===================      ===================

See accompanying notes to condensed financial statements.


<PAGE>


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


                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2001               2000
                                                                              --------------    ---------------
Revenues:
    Rental income from operating leases                                           $ 502,285          $ 478,969
    Adjustments to accrued rental income                                           (211,921 )               --
    Earned income from direct financing leases                                      196,789            231,697
    Contingent rental income                                                            917             12,691
    Interest and other income                                                       113,255             69,734
                                                                              --------------    ---------------
                                                                                    601,325            793,091
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                            119,867             46,130
    Professional services                                                            16,158             24,078
    Real estate taxes                                                                13,825                 --
    State and other taxes                                                            51,658             17,478
    Depreciation                                                                     77,920             75,047
    Transaction costs                                                                    --             36,955
                                                                              --------------    ---------------
                                                                                    279,428            199,688
                                                                              --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures                                       321,897            593,403

Minority Interest in Income of Consolidated
    Joint Venture                                                                    (3,314 )           (3,365 )

Equity in Earnings of Unconsolidated Joint Ventures                                  87,501             67,279
                                                                              --------------    ---------------

Net Income                                                                        $ 406,084          $ 657,317
                                                                              ==============    ===============

Allocation of Net Income:
    General partners                                                                 $   --             $   --
    Limited partners                                                                406,084            657,317
                                                                              --------------    ---------------

                                                                                  $ 406,084          $ 657,317
                                                                              ==============    ===============

Net Income Per Limited Partner Unit                                               $   0.012          $   0.019
                                                                              ==============    ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                                            35,000,000         35,000,000
                                                                              ==============    ===============
See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                           Quarter Ended               Year Ended
                                                                             March 31,                December 31,
                                                                                2001                      2000
                                                                         -------------------        -----------------

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

Limited partners:
    Beginning balance                                                          $ 30,466,185             $ 30,029,018
    Net income                                                                      406,084                3,587,171
    Distributions ($0.023 and $0.09 per
       limited partner unit, respectively                                          (787,501 )             (3,150,004 )
                                                                         -------------------        -----------------
                                                                                 30,084,768               30,466,185
                                                                         -------------------        -----------------

Total partners' capital                                                        $ 30,371,117             $ 30,752,534
                                                                         ===================        =================
See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                     Quarter Ended
                                                                                       March 31,
                                                                                2001               2000
                                                                           ---------------     --------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                  $1,015,482          $ 939,577
                                                                           ---------------     --------------

    Cash Flows from Investing Activities:
       Collections on mortgage notes receivable                                    13,007             11,694
       Redemption of certificate of deposit                                       103,500                 --
                                                                           ---------------     --------------
          Net cash provided by investing activities                               116,507             11,694
                                                                           ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (787,501 )         (787,501 )
       Distributions to holder of minority interest                                (3,525 )           (3,240 )
                                                                           ---------------     --------------
          Net cash used in financing activities                                  (791,026 )         (790,741 )
                                                                           ---------------     --------------

Net Increase in Cash and Cash Equivalents                                         340,963            160,530

Cash and Cash Equivalents at Beginning of Quarter                               1,226,635          1,503,989
                                                                           ---------------     --------------

Cash and Cash Equivalents at End of Quarter                                    $1,567,598         $1,664,519
                                                                           ===============     ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

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

See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>





                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2001 and 2000


  1.     Basis of Presentation:
         ---------------------

         The accompanying unaudited condensed financial statements have been
         prepared in accordance with the instructions to Form 10-Q and do not
         include all of the information and note disclosures required by
         generally accepted accounting principles. The financial statements
         reflect all adjustments, consisting of normal recurring adjustments,
         which are, in the opinion of management, necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter ended March 31, 2001 may not be indicative of the results
         that may be expected for the year ending December 31, 2001. Amounts as
         of December 31, 2000, 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, 2000.

         The Partnership accounts for its approximate 88 percent interest in
         Woodway Joint Venture using the consolidation method. Minority interest
         represents the minority joint venture partner's proportionate share of
         the equity in the Partnership's consolidated joint venture. All
         significant intercompany accounts and transactions have been
         eliminated.


2.   Reclassification:
     ----------------

         Certain items in the prior year's financial statements have been
         reclassified to conform to 2001 presentation. These reclassifications
         had no effect on total partners' capital or net income.

3.   Investment in Joint Ventures:
     ----------------------------

         In March 2001, Middleburg Joint Venture, in which the Partnership owns
         a 12.46% interest, sold its property to the tenant, in accordance with
         the purchase option under the lease agreement, for $1,900,000. This
         resulted in a loss to the joint venture of approximately $61,900 for
         financial reporting purposes. The property was originally contributed
         to Middleburg Joint Venture in May 1996 and had a total cost of
         approximately $1,878,860, excluding acquisition fees and miscellaneous
         acquisition expenses. The Partnership reinvested the net sales proceeds
         it received from the sale of the property in another joint venture
         arrangement, as described below.


<PAGE>


                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2001 and 2000


3.   Investment in Joint Ventures - Continued:
     ----------------------------------------

         The following presents the combined, condensed financial information
         for all of the Partnerships investments in joint ventures at:
<TABLE>
<CAPTION>
<S><C>
                                                                           March 31,               December 31,
                                                                              2001                     2000
                                                                     -----------------------    -------------------

           Land and buildings on operating leases,
                less accumulated depreciation                                $    8,137,175           $  8,714,670
           Net investment in direct financing lease                                      --              1,280,255
           Cash                                                                   1,992,265                117,189
           Receivables                                                               65,400                 28,510
           Prepaid expenses                                                           1,870                    566
           Accrued rental income                                                     97,610                247,527
           Liabilities                                                               56,358                 80,916
           Partners' capital                                                     10,237,962             10,307,801
           Revenues                                                                 309,955              1,128,453
           Loss on sale of property                                                 (61,864 )                   --
           Net income                                                               190,596                901,843

</TABLE>


         The Partnership recognized income totaling $87,501 and $67,279 for the
         quarters ended March 31, 2001 and 2000, respectively, from these joint
         ventures.

4.   Commitment:
     ----------

         In February 2001, the Partnership entered into an agreement with the
         tenant to sell its property in Statesville, North Carolina. Due to the
         fact that the Partnership had recognized accrued rental income since
         the inception of the lease relating to the straight-lining of future
         scheduled rent increases in accordance with generally accepted
         accounting principles, the Partnership reversed approximately $117,700
         of such accrued rental income related to the anticipated sale of this
         property. As of May 3, 2001, the sale had not occurred.

5.   Subsequent Event:
     ----------------

         In April 2001, Middleburg Joint Venture, in which the Partnership owned
         a 12.46% interest, was dissolved in accordance with the joint venture
         agreement. As a result, the Partnership received approximately $242,600
         representing its 12.46% share of the

<PAGE>



                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2001 and 2000


5.       Subsequent Event - Continued:
         ----------------------------

         liquidation  proceeds of the joint  venture.  No gain or loss on the
         dissolution of the joint venture was
         recorded.

         In April 2001, the Partnership reinvested the net sales proceeds it
         received from the sale of the property of Middleburg Joint Venture in
         another joint venture arrangement, CNL VIII, X, XII Kokomo Joint
         Venture with CNL Income Fund X, Ltd. and CNL Income Fund XII, Ltd.,
         both Florida limited partnerships and affiliates of the general
         partners, to purchase and hold one restaurant property, at a total cost
         of approximately $2,092,500. The Partnership contributed approximately
         $209,300 and has an approximate ten percent interest in the profits and
         losses of the joint venture.

         The joint venture acquired the property from CNL BB Corp., an affiliate
         of the general partners, who had purchased and temporarily held title
         to this property in order to facilitate the acquisition of the property
         by the joint venture. The purchase price paid by the joint venture
         represents the costs incurred by CNL BB Corp. to acquire and carry the
         property, including closing costs. In connection therewith, the joint
         venture entered into a long term, triple-net lease with terms
         substantially the same as the Partnership's other leases.


<PAGE>


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

         CNL Income Fund VIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989 to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are triple-net leases, with the lessees responsible for all repairs and
maintenance, property taxes, insurance and utilities. As of March 31, 2001, the
Partnership owned 35 Properties, which included interests in nine Properties
owned by joint ventures in which the Partnership is a co-venturer and one
Property owned with an affiliate as tenants-in-common.

Capital Resources

         The Partnership's primary source of capital for the quarters ended
March 31, 2001 and 2000 was cash from operations (which includes cash received
from tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses). Cash from operations was $1,015,482 and
$939,577 for the quarters ended March 31, 2001 and 2000, respectively. The
increase in cash from operations for the quarter ended March 31, 2001, was
primarily a result of changes in the Partnership's working capital.

         In March 2001, Middleburg Joint Venture, in which the Partnership owns
a 12.46% interest, sold its Property to the tenant in accordance with the option
under its lease agreement to purchase the Property, for $1,900,000, resulting in
a loss to the joint venture of approximately $61,900 for financial reporting
purposes. In April 2001, Middleburg Joint Venture was dissolved in accordance
with the joint venture agreement. As a result, the Partnership received
approximately $242,600 representing its 12.46% share of the liquidations
proceeds of the joint venture. No gain or loss on the dissolution of the joint
venture was recorded. In April 2001, the Partnership reinvested the net sales
proceeds it received from the sale of the Property of Middleburg Joint Venture,
as described above, in another joint venture arrangement, CNL VIII, X, XII
Kokomo Joint Venture, with CNL Income Fund X, Ltd. and CNL Income Fund XII,
Ltd., Florida limited partnerships and affiliates of the general partners, to
purchase and hold one restaurant Property, at a total cost of approximately
$2,092,500. The joint venture acquired the Property from CNL BB Corp., an
affiliate of the general partners, who had purchased and temporarily held title
to this Property in order to facilitate the acquisition of the Property by the
joint venture.

         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 30-day maturity date, pending the
Partnership's use of such funds to pay Partnership expenses or to make
distributions to the partners. At March 31, 2001, the Partnership had $1,931,412
invested in such short-term investments (including certificates of deposit of
$363,814), as compared to $1,688,029 (including certificates of deposit of
$461,394) at December 31, 2000. The funds remaining at March 31, 2001, after
payment of distributions and other liabilities, will be used to invest in an
additional joint venture 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 $787,501 for each of the quarters ended
March 31, 2001 and 2000. This represents distributions for each applicable
quarter of $0.023 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2001 and 2000. No amounts distributed to the
limited partners for the quarters ended March 31, 2001 and 2000 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,
increased to $1,114,557 at March 31, 2001, from $966,342 at December 31, 2000,
primarily as a result of an increase in amounts due to related parties at March
31, 2001, as compared to December 31, 2000. The general partners believe that
the Partnership has sufficient cash on hand to meet its current working capital
needs.

         In February 2001, the Partnership entered into an agreement with the
tenant to sell its Property in Statesville, North Carolina. Due to the fact that
the Partnership had recognized accrued rental income since the inception of the
lease relating to the straight-lining of future scheduled rent increases in
accordance with generally accepted accounting principles, the Partnership
reversed approximately $117,700 of such accrued rental income related to the
anticipated sale of this Property. As of May 3, 2001, the sale had not occurred.

Long-Term Liquidity

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



<PAGE>


Results of Operations

         During the quarter ended March 31, 2000, the Partnership and its
consolidated joint venture, Woodway Joint Venture, owned and leased 28 wholly
owned Properties (including four Properties which were sold during 2000) to
operators of fast-food and family-style restaurant chains. During the quarter
ended March 31, 2001, the Partnership and its consolidated joint venture,
Woodway Joint Venture, owned and leased 26 wholly owned Properties to operators
of fast-food and family-style restaurant chains. In connection therewith, during
the quarters ended March 31, 2001 and 2000, the Partnership and Woodway Joint
Venture earned $487,153 and $710,666, respectively, in rental income from
operating leases (net of adjustments of accrued rental income) and earned income
from direct financing leases. The decrease in rental and earned income during
the quarter ended March 31, 2001, as compared to the quarter ended March 31,
2000, was partially due to the fact that in February 2001, the Partnership
entered into an agreement with the tenant to sell its Property in Statesville,
North Carolina. Due to the fact that the Partnership had recognized accrued
rental income since the inception of the lease relating to the straight-lining
of future rent increases in accordance with generally accepted accounting
principles, the Partnership reversed approximately $117,700 of such accrued
rental income related to the anticipated sale of this Property. As of May 3,
2001, the sale had not occurred. In addition, the decrease in rental and earned
income during the quarter ended March 31, 2001, was partially attributable to
the fact that during the quarter ended March 31, 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 reversed
approximately $93,700 in accrued rental income relating to this Property. The
accrued rental income was the accumulated amount of non-cash accounting
adjustments previously recorded in order to recognize future scheduled rent
increases as income evenly over the term of the lease. No such amounts were
written off during the quarter ended March 31, 2000. The Partnership will not
recognize any rental and earned income from this Property until the Property is
re-leased or the Property is sold and the proceeds are reinvested in an
additional Property. The general partners are currently seeking a replacement
tenant or purchaser for this Property. The general partners will continue to
pursue collection of past due rental amounts relating to this Property and will
recognize such amounts as income if collected.

         Rental and earned income decreased by approximately $99,500 during the
quarter ended March 31, 2001, as compared to the quarter ended March 31, 2000,
partially due to the fact that during 2000, the Partnership sold four
Properties. The decrease in rental and earned income was partially offset by an
increase in rental and earned income of approximately $83,900, during the
quarter ended March 31, 2001, as a result of the Partnership reinvesting a
portion of these net sales proceeds in two Properties in Deerfield, Illinois and
Hialeah, Florida.

         During the quarters ended March 31, 2001 and 2000, the Partnership also
earned $113,255 and $69,734, respectively, in interest and other income. The
increase in interest and other income during the quarter ended March 31, 2001,
was primarily due to the fact that 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 quarters ended March 31, 2001 and 2000, the Partnership
owned and leased nine Properties indirectly through joint venture arrangements
(including one Property which was sold during 2001). In addition, during the
quarter ended March 31, 2001, the Partnership owned and leased one additional
Property with an affiliate of the general partners as tenants-in-common. In
connection therewith, during the quarters ended March 31, 2001 and 2000, the
Partnership earned $87,501 and $67,279, respectively, attributable to net income
earned by these unconsolidated joint ventures. The increase in net income earned
by unconsolidated joint ventures for the quarter ended March 31, 2001, was
primarily due to the fact that in August 2000, the Partnership invested in a
Property in Libertyville, Illinois, as tenants-in-common with CNL Income Fund
IX, Ltd., a Florida limited partnership and affiliate of the General Partners.

         The increase in net income earned by these joint ventures during the
quarter ended March 31, 2001 was partially offset by the fact that in March
2001, Middleburg Joint Venture, in which the Partnership owns a 12.46% interest,
recognized a loss of approximately $61,900 for financial reporting purposes as a
result of the sale of its Property in March 2001, as described above in "Capital
Resources."

         Operating expenses, including depreciation expense, were $279,428 and
$199,688 for the quarters ended March 31, 2001 and 2000, respectively. The
increase in operating expenses during the quarter ended March 31, 2001, as
compared to the quarter ended March 31, 2000, was primarily attributable to an
increase in the costs incurred for administrative expenses for servicing the
Partnership and its Properties, as permitted by the Partnership agreement. In
addition, the increase in operating expenses during the quarter ended March 31,
2001, was partially due to the Partnership incurring additional state taxes due
to changes in tax laws of a state in which the Partnership conducts business.

         In addition, the increase in operating expenses during the quarter
ended March 31, 2001, as compared to the quarter ended March 31, 2000, was
partially due to the fact the Partnership incurred expenses such a real estate
taxes relating to the Property in North Fort Myers, as a result of the tenant
experiencing financial difficulties.

         The increase in operating expenses, during the quarter ended March 31,
2001, was partially offset by the fact that during the quarter ended March 31,
2000, the Partnership incurred $36,955 in transaction costs related to the
general partners retaining financial and legal advisors to assist them in
evaluating and negotiating the proposed merger with CNL American Properties
Fund, Inc. ("APF"). On March 1, 2000, the general partners and APF mutually
agreed to terminate the merger. No such expenses were incurred during the
quarter ended March 31, 2001.


ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK.

         No material changes in the Partnership's market risk occurred from
December 31, 2000, through March 31, 2001. Information regarding the
Partnership's market risk at December 31, 2000 is included in its Annual Report
on Form 10-K for the year ended December 31, 2000.


<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.)


<PAGE>



                      (b)     Reports on Form 8-K

                      No reports on Form 8-K were filed during the quarter ended
March 31, 2001.



<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 11th day of May, 2001.


                  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)