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, 2000
                                                    ---------------------------

                                       OR

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

For the transition period from ___________________ to ___________________


                             Commission file number
                                     0-19139
                      -------------------------------------


                           CNL Income Fund VIII, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

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

450 South Orange Avenue
Orlando, Florida                                                                         32801
------------------------------------------------------              ------------------------------------------------
      (Address of principal executive offices)                                        (Zip Code)


Registrant's telephone number
(including area code)                                                               (407) 540-2000
                                                                    ------------------------------------------------
</TABLE>


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

<PAGE>

                                    CONTENTS




                                                                         Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets

                      Condensed Statements of Income

                      Condensed Statements of Partners' Capital

                      Condensed Statements of Cash Flows

                      Notes to Condensed Financial Statements

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

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk

Part II.

     Other Information





<PAGE>




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

<TABLE>
<CAPTION>

                                                                               March 31,               December 31,
                                                                                  2000                     1999
<S> <C>                                                                           -------------------      -------------------
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $2,060,745 and $1,985,698,
       respectively                                                              $ 15,394,043             $ 15,469,090
   Net investment in direct financing leases                                        7,590,852                7,635,861
   Investment in joint ventures                                                     3,162,732                3,197,857
   Mortgage notes receivable                                                        1,461,773                1,473,571
   Cash and cash equivalents                                                        1,664,519                1,503,989
   Receivables, less allowance for doubtful accounts
       of $17,494 and $5,764, respectively                                             36,366                  112,454
   Prepaid expenses                                                                     5,562                   15,485
   Accrued rental income, less allowance for doubtful
       accounts of $4,501                                                           2,031,892                2,018,517
   Other assets                                                                        52,671                   52,671
                                                                           -------------------      -------------------

                                                                                 $ 31,400,410             $ 31,479,495
                                                                           ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                                $   38,391               $  114,170
   Escrowed real estate taxes payable                                                  14,371                    9,157
   Distributions payable                                                              787,501                  787,501
   Due to related parties                                                             141,190                  121,327
   Rents paid in advance                                                              125,070                   23,394
                                                                           -------------------      -------------------
       Total liabilities                                                            1,106,523                1,055,549

   Minority interest                                                                  108,704                  108,579

   Partners' capital                                                               30,185,183               30,315,367
                                                                           -------------------      -------------------

                                                                                 $ 31,400,410             $ 31,479,495
                                                                           ===================      ===================
See Accompanying notes to condensed financial statements
</TABLE>






<PAGE>


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

<TABLE>
<CAPTION>

                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2000               1999
<S> <C>                                                                              --------------    ---------------
Revenues:
    Rental income from operating leases                                           $ 478,969          $ 492,989
    Earned income from direct financing leases                                      231,697            236,859
    Contingent rental income                                                         12,691              3,279
    Interest and other income                                                        69,734             54,365
                                                                              --------------    ---------------
                                                                                    793,091            787,492
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                             46,130             37,649
    Professional services                                                            24,078              5,732
    State and other taxes                                                            17,478             17,534
    Depreciation                                                                     75,047             75,047
    Transaction costs                                                                36,955             33,563
                                                                              --------------    ---------------
                                                                                    199,688            169,525
                                                                              --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures                                       593,403            617,967

Minority Interest in Income of Consolidated
    Joint Venture                                                                    (3,365 )           (3,355 )

Equity in Earnings of Unconsolidated Joint Ventures                                  67,279             60,231
                                                                              --------------    ---------------

Net Income                                                                        $ 657,317          $ 674,843
                                                                              ==============    ===============

Allocation of Net Income:
    General partners                                                              $   6,573          $   6,748
    Limited partners                                                                650,744            668,095
                                                                              --------------    ---------------

                                                                                  $ 657,317          $ 674,843
                                                                              ==============    ===============

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

Weighted Average Number of Limited Partner
    Units Outstanding                                                            35,000,000         35,000,000
                                                                              ==============    ===============
See accompanying notes to condensed financial statements
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                           Quarter Ended               Year Ended
                                                                             March 31,                December 31,
                                                                                2000                      1999
                                                                         -------------------        -----------------
<S> <C>
General partners:
    Beginning balance                                                           $   286,349               $  258,248
    Net income                                                                        6,573                   28,101
                                                                         -------------------        -----------------
                                                                                    292,922                  286,349
                                                                         -------------------        -----------------

Limited partners:
    Beginning balance                                                            30,029,018               30,397,059
    Net income                                                                      650,744                2,781,963
    Distributions ($0.023 and $0.09 per
       limited partner unit, respectively                                         ( 787,501 )             (3,150,004 )
                                                                         -------------------        -----------------
                                                                                 29,892,261               30,029,018
                                                                         -------------------        -----------------

Total partners' capital                                                        $ 30,185,183             $ 30,315,367
                                                                         ===================        =================
See accompanying notes to condensed financial statements
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                     Quarter Ended
                                                                                       March 31,
                                                                                2000               1999
                                                                           ---------------     --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                   $ 939,577          $ 924,814
                                                                           ---------------     --------------

    Cash Flows from Investing Activities:
       Collections on mortgage notes receivable                                    11,694            283,528
                                                                           ---------------     --------------
          Net cash provided by investing activities                                11,694            283,528
                                                                           ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (787,501 )       (1,137,501 )
       Distributions to holder of minority interest                                (3,240 )           (3,330 )
                                                                           ---------------     --------------
          Net cash used in financing activities                                  (790,741 )       (1,140,831 )
                                                                           ---------------     --------------

Net Increase in Cash and Cash Equivalents                                         160,530             67,511

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

Cash and Cash Equivalents at End of Quarter                                    $1,664,519         $1,876,769
                                                                           ===============     ==============

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, 2000 and 1999


1.      Basis of Presentation:

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

        These unaudited financial  statements should be read in conjunction with
        the financial  statements and notes thereto included in Form 10-K of CNL
        Income Fund VIII, Ltd. (the  "Partnership")  for the year ended December
        31, 1999.

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


2.     Termination of Merger

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



<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, 2000, the
Partnership  owned 37  Properties,  which  included  interests in ten Properties
owned by joint ventures in which the Partnership is a co-venturer.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2000 and 1999 was cash from  operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received,  less cash paid for expenses).  Cash from  operations was $939,577 and
$924,814  for the  quarters  ended  March 31, 2000 and 1999,  respectively.  The
increase in cash from  operations  for the quarter  ended  March 31,  2000,  was
primarily a result of changes in income and expenses as described in "Results of
Operations" below.

         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,  certificates of deposit, and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership  expenses or to make  distributions  to the
partners.  At March 31, 2000, the  Partnership  had $1,664,519  invested in such
short-term  investments,  as compared to  $1,503,989  at December 31, 1999.  The
funds  remaining  at March 31,  2000,  after  payment of  distributions  for the
quarter ended March 31, 2000,  and other  liabilities,  will be used to meet the
Partnership's working capital and other 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,  2000 and 1999.  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, 2000 and 1999. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 2000 and 1999 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
increased to $1,106,523 at March 31, 2000, from $1,055,549 at December 31, 1999,
primarily as a result of an increase in rents paid in advance and amounts due to
related  parties at March 31,  2000,  as  compared  to December  31,  1999.  The
increase in liabilities at March 31, 2000 was partially  offset by a decrease in
accounts payable at March 31, 2000 as compared to December 31, 1999. The general
partners  believe that the  Partnership  has sufficient cash on hand to meet its
current working capital needs.

Long-Term Liquidity

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

Results of Operations

         During the quarters ended March 31, 2000 and 1999, the  Partnership and
its  consolidated  joint  venture,  Woodway Joint  Venture,  owned and leased 28
wholly owned  Properties to operators of fast-food and  family-style  restaurant
chains.  In connection  therewith,  during the quarters ended March 31, 2000 and
1999, the  Partnership  and Woodway Joint Venture earned  $710,666 and $729,848,
respectively,  in rental  income from  operating  leases and earned  income from
direct financing  leases.  Rental and earned income decreased during the quarter
ended  March 31,  2000,  due to the fact that the lease  relating to the Wendy's
Property  in  Midlothian,  Virginia,  was  amended  in April  1999 to  eliminate
scheduled rent increases until the year 2011 due to financial  difficulties  the
tenant was experiencing.

         During the quarter  ended March 31,  1999,  the  Partnership  owned and
leased eight Properties  indirectly through joint venture  arrangements.  During
the  quarter  ended  March 31,  2000,  the  Partnership  owned and  leased  nine
Properties  indirectly  through  joint  venture   arrangements.   In  connection
therewith,  during the quarters ended March 31, 2000 and 1999,  the  Partnership
earned $67,279 and $60,231,  respectively,  attributable to net income earned by
these unconsolidated joint ventures.  The increase in net income earned by joint
ventures for the quarter  ended March 31, 2000,  was  primarily  due to the fact
that in November 1999, the Partnership invested in Bossier City Joint Venture.

         Operating expenses,  including  depreciation and amortization  expense,
were  $199,688  and  $169,525  for the  quarters  ended March 31, 2000 and 1999,
respectively. The increase in operating expenses for the quarter ended March 31,
2000 was  partially due to an increase in  professional  services as a result of
the  Partnership  incurring the cost of the 1999 appraisal  updates  obtained to
prepare an annual  statement of unit valuation to qualified  plans in accordance
with the  partnership  agreement  during the quarter  ended March 31, 2000.  The
Partnership  incurred  the cost of the 1998  appraisal  updates  during the year
ended December 31, 1998. In addition, the increase in operating expenses for the
quarter ended March 31, 2000 was  partially  due to an increase in  professional
services as a result of the  Partnership  incurring  fees relating to a right of
way settlement for the Partnership's Property in Brooksville, Florida.

Termination of Merger

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

Dismissal of Legal Action

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

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
              RISK.

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


<PAGE>


                           PART II. OTHER INFORMATION



Item 1.       Legal Proceedings.

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

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

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

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

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.

Item 5.       Other Information.  Inapplicable.

Item 6.       Exhibits and Reports on Form 8-K.

(a)  Exhibits

     3.1   Affidavit and  Certificate of Limited  Partnership of CNL Income Fund
           VIII,  Ltd.  (Included as Exhibit 3.2 to  Registration  Statement No.
           33-31482 on Form S-11 and incorporated herein by reference.)

     4.1   Affidavit and  Certificate of Limited  Partnership of CNL Income Fund
           VIII,  Ltd.  (Included as Exhibit 3.2 to  Registration  Statement No.
           33-31482 on Form S-11 and incorporated herein by reference.)

     4.2   Amended and Restated  Agreement of Limited  Partnership of CNL Income
           Fund VIII, Ltd.  (Included as Exhibit 4.2 to Form 10-K filed with the
           Securities and Exchange Commission on April 1, 1996, and incorporated
           herein by reference.)

     10.1  Management  Agreement  between  CNL Income  Fund VIII,  Ltd.  and CNL
           Investment  Company (Included as Exhibit 10.1 to Form 10-K filed with
           the  Securities  and  Exchange  Commission  on  April  1,  1996,  and
           incorporated herein by reference.)

     10.2  Assignment of Management Agreement from CNL Investment Company to CNL
           Income Fund  Advisors,  Inc.  (Included  as Exhibit 10.2 to Form 10-K
           filed with the Securities and Exchange  Commission on March 30, 1995,
           and incorporated herein by reference.)

     10.3  Assignment of  Management  Agreement  from CNL Income Fund  Advisors,
           Inc. to CNL Fund  Advisors,  Inc.  (Included  as Exhibit 10.3 to Form
           10-K filed with the  Securities  and Exchange  Commission on April 1,
           1996, and incorporated herein by reference.)

     27    Financial Data Schedule (Filed herewith)

(b)  Reports on Form 8-K

                      A Current  Report on Form 8-K dated  February 23, 2000 was
                      filed on March 1, 2000  describing the  termination of the
                      proposed  merger  of  the  Partnership  with  and  into  a
                      subsidiary of CNL American Properties Fund, Inc.





<PAGE>




                                   SIGNATURES



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

         DATED this 10th day of May, 2000.


                           CNL INCOME FUND VIII, LTD.

                           By:  CNL REALTY CORPORATION
                                General Partner


                                By:            /s/ James M. Seneff, Jr.
                                               ---------------------------------
                                               JAMES M. SENEFF, JR.
                                               Chief Executive Officer
                                               (Principal Executive Officer)


                                By:            /s/ Robert A. Bourne
                                               ---------------------------------
                                               ROBERT A. BOURNE
                                               President and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)