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, 1998
             -------------------------------------------------------


                                       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 of other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                  Identification No.)


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


        Registrant's telephone number
        (including area code)                            (407) 650-1000


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




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

    Item 2.  Management's Discussion and Analysis
                  of Financial Condition and
                  Results of Operations                          6-10


Part II

    Other Information                                            11


<PAGE>


                                                         

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

<TABLE>
<CAPTION>
                                                                             September 30,            December 31,
                                                                                  1998                    1997
                                                                            -----------------       ------------------
<S> <C>
                        ASSETS

Land and buildings on operating leases, less
    accumulated depreciation of $1,610,464
    and $1,438,534                                                               $15,844,324             $13,960,232
Net investment in direct financing leases                                          7,841,439              10,044,975
Investment in joint ventures                                                       2,824,170               2,877,717
Mortgage notes receivable                                                          1,822,560               1,853,386
Cash and cash equivalents                                                          1,724,745               1,602,236
Receivables, less allowance for doubtful
    accounts of $22,160 and $19,228                                                   16,023                  51,393
Prepaid expenses                                                                       7,558                   4,357
Accrued rental income, less allowance for
    doubtful accounts of $4,501 in 1997                                            1,896,493               1,811,329
Other assets                                                                          52,671                  52,671
                                                                            -----------------       -----------------

                                                                                 $32,029,983             $32,258,296
                                                                            =================       =================


                    LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                             $         7,857          $        8,359
Escrowed real estate taxes payable                                                    23,100                  24,459
Distributions payable                                                                787,501                 787,501
Due to related parties                                                                60,005                  59,649
Rents paid in advance                                                                 73,452                  53,556
                                                                            -----------------       -----------------
       Total liabilities                                                             951,915                 933,524

Minority interest                                                                    108,565                 108,374

Partners' capital                                                                 30,969,503              31,216,398
                                                                            -----------------       -----------------

                                                                                 $32,029,983             $32,258,296
                                                                            =================       =================
</TABLE>


                 See accompanying notes to financial statements.

                                       1
<PAGE>


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

                                                           Quarter Ended                      Nine Months Ended
                                                           September 30,                        September 30,
                                                     1998               1997                1998              1997
                                                  ------------      --------------      -------------     -------------
<S> <C>
Revenues:
    Rental income from operating
       leases                                      $  478,742       $     452,867       $  1,389,490      $  1,354,475
    Earned income from direct financing
       leases                                         258,348             302,203            855,788           910,525
    Contingent rental income                               --               2,547             21,033            34,487
    Interest and other income                          66,175              60,005            201,501           181,801
                                                  ------------      --------------      -------------     -------------
                                                      803,265             817,622          2,467,812         2,481,288
                                                  ------------      --------------      -------------     -------------
Expenses:
    General operating and
       administrative                                  40,683              33,808            116,775           103,897
    Professional services                               4,248               4,632             16,611            15,042
    State and other taxes                                  --                  --              5,372             5,081
    Depreciation and amortization                      67,445              52,243            171,930           156,728
                                                  ------------      --------------      -------------     -------------
                                                      112,376              90,683            310,688           280,748
                                                  ------------      --------------      -------------     -------------

Income Before Minority Interest in
    Income of Consolidated Joint
    Venture, Equity in Earnings of
    Unconsolidated Joint Ventures and
    Gain on Sale of Land                              690,889             726,939          2,157,124         2,200,540

Minority Interest in Income of
    Consolidated Joint Venture                         (3,412 )            (3,436 )          (10,123 )         (10,266 )

Equity in Earnings of Unconsolidated
    Joint Ventures                                     71,177              74,581            210,430           214,372

Gain on Sale of Land                                  108,176                  --            108,176                --
                                                  ------------      --------------      -------------     -------------

Net Income                                         $  866,830       $     798,084       $  2,465,607      $  2,404,646
                                                  ============      ==============      =============     =============

Allocation of Net Income:
    General partners                               $    7,586       $       7,981       $     23,574      $     24,046
    Limited partners                                  859,244             790,103          2,442,033         2,380,600
                                                  ------------      --------------      -------------     -------------

                                                   $  866,830       $     798,084       $  2,465,607      $  2,404,646
                                                  ============      ==============      =============     =============

Net Income Per Limited Partner Unit                $    0.025       $       0.023       $      0.070      $      0.068
                                                  ============      ==============      =============     =============

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

                 See accompanying notes to financial statements.

                                       2
<PAGE>


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

<TABLE>
<CAPTION>


                                                                   Nine Months Ended              Year Ended
                                                                     September 30,               December 31,
                                                                         1998                        1997
                                                              ----------------------------     ------------------
<S> <C>
  General partners:
      Beginning balance                                              $     226,441               $     194,025
      Net income                                                            23,574                      32,416
                                                                   ----------------             ---------------
                                                                           250,015                     226,441
                                                                   ----------------             ---------------
  Limited partners:
      Beginning balance                                                 30,989,957                  30,930,809
      Net income                                                         2,442,033                   3,209,151
      Distributions ($0.078 and
         $0.090 per limited partner
         unit, respectively)                                            (2,712,502 )                (3,150,003 )
                                                                   ----------------             ---------------
                                                                        30,719,488                  30,989,957
                                                                   ----------------             ---------------

  Total partners' capital                                              $30,969,503                 $31,216,398
                                                                   ================             ===============

</TABLE>


                 See accompanying notes to financial statements.

                                       3
<PAGE>


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

<TABLE>
<CAPTION>

                                                                              Nine Months Ended
                                                                                September 30,
                                                                         1998                    1997
                                                                    ---------------         ---------------
<S> <C>
Increase (Decrease) in Cash and Cash
   Equivalents:

      Net Cash Provided by Operating Activities                       $  2,697,992            $  2,694,116
                                                                   ----------------         ---------------

      Cash Flows from Investing Activities:
         Proceeds from sale of land                                        116,397                       --
         Collections on mortgage notes receivable                           30,554                   2,092
                                                                   ----------------         ---------------
                Net cash provided by investing
                   activities                                              146,951                   2,092
                                                                   ----------------         ---------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                              (2,712,502 )            (2,625,001 )
         Distributions to holder of minority interest                       (9,932 )               (10,028 )
                                                                   ----------------         ---------------
                Net cash used in financing
                   activities                                           (2,722,434 )            (2,635,029 )
                                                                   ----------------         ---------------

Net Increase in Cash and Cash Equivalents                                  122,509                  61,179

Cash and Cash Equivalents at Beginning
   of Period                                                             1,602,236               1,476,274
                                                                   ----------------         ---------------

Cash and Cash Equivalents at End of
   Period                                                             $  1,724,745            $  1,537,453
                                                                   ================         ===============

Supplemental Schedule of Non-Cash Investing
   and Financing Activities

      Netinvestment  in  direct  financing  leases
         reclassified  to  land  and building on
         operating leases as a result of lease
         amendments                                                   $  2,064,243            $         --
                                                                   ================         ===============

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

</TABLE>

                 See accompanying notes to financial statements.

                                       4
<PAGE>


                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1998 and 1997

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,  1998,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 1998.  Amounts as of December  31, 1997,  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, 1997.

         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.

         In May  1998,  the  Financial  Accounting  Standards  Board  reached  a
         consensus in EITF 98-9, entitled "Accounting for Contingent Rent in the
         Interim Financial  Periods."  Adoption of this consensus did not have a
         material effect on the Partnership's  financial  position or results of
         operations.

2.       Land and Buildings on Operating Leases:

         In July 1998, the  Partnership  received  $116,397 as 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.
         In connection therewith,  the Partnership recognized a gain of $108,176
         for financial reporting purposes.

3.        Net Investment in Direct Financing Leases:

         In August 1998,  four of the  Partnership's  leases were amended.  As a
         result, the Partnership reclassified these leases from direct financing
         leases  to  operating  leases.  In  accordance  with the  Statement  of
         Financial  Accounting  Standards  #13,  "Accounting  for  Leases,"  the
         Partnership  recorded each of the  reclassified  leases at the lower of
         original  cost,  present fair value,  or present  carrying  amount.  No
         losses on the termination of direct  financing leases were recorded for
         financial reporting purposes.

                                       5
<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 September 30, 1998,
the Partnership owned 36 Properties, which included 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, 1998 and 1997,  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
$2,697,992 and $2,694,116 for the nine months ended September 30, 1998 and 1997,
respectively.  The  increase in cash from  operations  for the nine months ended
September  30,  1998,  is  primarily  a result of changes  in the  Partnership's
working capital.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 1998.

         In July 1998, the  Partnership  received  $116,397 as 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. In connection therewith,
the Partnership  recognized a gain of $108,176 for financial reporting purposes.
The Partnership anticipates that it will distribute amounts sufficient to enable
the limited  partners to pay federal and state income taxes,  if any (at a level
reasonably  assumed by the general  partners),  resulting  from the right of way
taking.  The  Partnership  intends to reinvest  the  proceeds  in an  additional
Property or use the funds for other Partnership purposes.

         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, 1998,  the  Partnership  had
$1,724,745 invested in such short-term investments, as compared to $1,602,236 at
December 31, 1997.  The increase in cash and cash  equivalents  at September 30,
1998, is primarily  attributable to the receipt of settlement  proceeds relating
to the right of way taking in  Brooksville,  Florida,  as described  above.  The
funds remaining at September 30, 1998,  after payment of  distributions  for the
nine months ended  September 30, 1998,  and other  liabilities,  will be used to
meet the  Partnership's  working capital and other needs and also may be used to
acquire an additional Property.




                                       6
<PAGE>


Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
increased to $951,915 at September 30, 1998, from $933,524 at December 31, 1997,
primarily as the result of an increase in rents paid in advance at September 30,
1998, as compared to December 31, 1997.  The general  partners  believe that the
Partnership  has  sufficient  cash on hand to meet its current  working  capital
needs.

         Based on cash from operations,  and for the nine months ended September
30, 1998,  accumulated  excess  operating  reserves,  the  Partnership  declared
distributions  to the limited partners of $2,712,502 and $2,362,502 for the nine
months ended September 30, 1998 and 1997, respectively ($787,501 for each of the
quarters ended September 30, 1998 and 1997).  This represents  distributions  of
$0.078 and $0.068 per unit for the nine  months  ended  September  30,  1998 and
1997,   respectively  ($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,  1998 and 1997.  No  amounts  distributed  to the  limited
partners for the nine months ended  September 30, 1998 and 1997, 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 general  partners  have been  informed by CNL  American  Properties
Fund, Inc.  ("APF"),  an affiliate of the general  partners,  that it intends to
significantly  increase its asset base by proposing to acquire affiliates of the
general partners which have similar restaurant  property  portfolios,  including
the Partnership. APF is a real estate investment trust whose primary business is
the ownership of restaurant properties leased on a long-term, "triple-net" basis
to  operators  of national  and regional  restaurant  chains.  Accordingly,  the
general  partners  anticipate  that  APF  will  make an  offer  to  acquire  the
Partnership  in  exchange  for  securities  of APF.  The general  partners  have
recently retained  financial and legal advisors to assist them in evaluating and
negotiating  any offer that may be proposed by APF.  However,  at this time, APF
has made no such offer. In the event that an offer is made, the general partners
will  evaluate it and if the general  partners  believe  that the offer is worth
pursuing,  the general partners will promptly inform the limited  partners.  Any
agreement  to sell the  Partnership  would be  subject  to the  approval  of the
limited partners in accordance with the terms of the partnership agreement.

         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.




                                       7
<PAGE>


Results of Operations

         During  the  nine  months  ended  September  30,  1998  and  1997,  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 nine  months  ended
September 30, 1998 and 1997,  the  Partnership  and Woodway Joint Venture earned
$2,245,278 and $2,265,000,  respectively, in rental income from operating leases
and earned income from direct financing  leases,  $737,090 and $755,070 of which
was earned during the quarters ended September 30, 1998 and 1997,  respectively.
The  decrease in rental and earned  income for the quarter and nine months ended
September 30, 1998,  as compared to the quarter and nine months ended  September
30, 1997,  is primarily  due to the fact that the leases  relating to the Burger
King  Properties in New City and  Syracuse,  New York and New  Philadelphia  and
Mansfield,  Ohio were  amended to provide for rent  reductions  from August 1998
through the end of the lease terms.

         For the nine months ended  September 30, 1998 and 1997, the Partnership
owned and leased eight Properties indirectly through joint venture arrangements.
In  connection  therewith,  during the nine months ended  September 30, 1998 and
1997, the Partnership earned $210,430 and $214,372,  respectively,  attributable
to net income earned by these unconsolidated joint ventures, $71,177 and $74,581
of which was earned  during the  quarters  ended  September  30,  1998 and 1997,
respectively.

         Operating expenses,  including  depreciation and amortization  expense,
were  $310,688 and $280,748  for the nine months  ended  September  30, 1998 and
1997, respectively, of which $112,376 and $90,683 were incurred for the quarters
ended  September  30, 1998 and 1997,  respectively.  The  increase in  operating
expenses  during the  quarter and nine  months  ended  September  30,  1998,  as
compared to the quarter and nine months ended  September  30, 1997, is partially
attributable to an increase in  administrative  expenses for services related to
accounting;  financial,  tax and regulatory compliance and reporting;  lease and
loan  compliance;  limited  partner  distributions  and reporting;  and investor
relations.  In addition,  the increase in operating  expenses during the quarter
and nine months ended  September  30, 1998,  as compared to the quarter and nine
months ended September 30, 1997, is partially due to an increase in depreciation
expense  relating to the fact that  during the  quarter  and nine  months  ended
September 30, 1998, the Partnership  reclassified  the leases for its Properties
in New City and Syracuse, New York and New Philadelphia and Mansfield, Ohio from
direct financing leases to operating leases due to lease amendments.

         As a  result  of the  right  of way  settlement  for the  Partnership's
Property in Brooksville,  Florida,  as described above in "Liquidity and Capital
Resources," the Partnership recognized a gain on sale of land of $108,176 during
the quarter and nine months ended  September 30, 1998,  for financial  reporting
purposes.  No  Properties  were sold during the  quarter  and nine months  ended
September 30, 1997.

         In May  1998,  the  Financial  Accounting  Standards  Board  reached  a
consensus in EITF 98-9, entitled  "Accounting for Contingent Rent in the Interim
Financial Periods." Adoption of this consensus did not have a material effect on
the Partnership's financial position or results of operations.

                                       8
<PAGE>


Results of Operations - Continued

         The Year 2000 problem is the result of information  technology  systems
and embedded  systems  (products which are made with  microprocessor  (computer)
chips such as HVAC systems,  physical  security  systems and elevators)  using a
two-digit  format,  as  opposed  to four  digits,  to  indicate  the year.  Such
information  technology and embedded systems may be unable to properly recognize
and process date-sensitive information beginning January 1, 2000.

         The  Partnership  does  not have any  information  technology  systems.
Affiliates  of the general  partners  provide all services  requiring the use of
information  technology  systems  pursuant to a  management  agreement  with the
Partnership.  The maintenance of embedded systems,  if any, at the Partnership's
properties is the  responsibility of the tenants of the properties in accordance
with the terms of the Partnership's  leases. The general partners and affiliates
have  established  a  team  dedicated  to  reviewing  the  internal  information
technology systems used in the operation of the Partnership, and the information
technology  and  embedded  systems  and the Year  2000  compliance  plans of the
Partnership's  tenants,   significant  suppliers,   financial  institutions  and
transfer agent.

         The  information  technology  infrastructure  of the  affiliates of the
general  partners  consists of a network of personal  computers and servers that
were  obtained   from  major   suppliers.   The   affiliates   utilize   various
administrative  and financial  software  applications on that  infrastructure to
perform the business functions of the Partnership.  The inability of the general
partners  and  affiliates  to identify  and timely  correct  material  Year 2000
deficiencies  in  the  software  and/or   infrastructure   could  result  in  an
interruption in, or failure of, certain of the Partnership's business activities
or operations.  Accordingly,  the general partners and affiliates have requested
and are evaluating  documentation from the suppliers of the affiliates regarding
the Year  2000  compliance  of  their  products  that  are used in the  business
activities or operations of the  Partnership.  The costs expected to be incurred
by the general  partners and  affiliates to become Year 2000  compliant  will be
incurred by the general  partners and  affiliates;  therefore,  these costs will
have no impact on the Partnership's financial position or results of operations.

         The  Partnership  has  material  third  party  relationships  with  its
tenants,  financial  institutions and transfer agent. The Partnership depends on
its  tenants  for  rents  and  cash  flows,   its  financial   institutions  for
availability  of cash and its  transfer  agent to  maintain  and track  investor
information.  If any of these third parties are unable to meet their obligations
to the  Partnership  because of the Year 2000  deficiencies,  such a failure may
have a material impact on the  Partnership.  Accordingly,  the general  partners
have requested and are evaluating  documentation from the Partnership's tenants,
financial  institutions,   and  transfer  agent  relating  to  their  Year  2000
compliance  plans.  At this time,  the general  partners  have not yet  received
sufficient   certifications   to  be  assured   that  the   tenants,   financial
institutions,  and  transfer  agent  have fully  considered  and  mitigated  any
potential material impact of the Year 2000 deficiencies.  Therefore, the general
partners do not, at this time, know of the potential costs to the Partnership of
any  adverse  impact  or effect of any Year  2000  deficiencies  by these  third
parties.

                                       9
<PAGE>


Results of Operations - Continued

         The general  partners  currently  expect that all year 2000  compliance
testing  and any  necessary  remedial  measures  on the  information  technology
systems used in the business  activities and operations of the Partnership  will
be completed prior to June 30, 1999.  Based on the progress the general partners
and affiliates  have made in identifying and addressing the  Partnership's  Year
2000 issues and the plan and timeline to complete the  compliance  program,  the
general  partners  do  not  foresee   significant   risks  associated  with  the
Partnership's  Year 2000 compliance at this time.  Because the general  partners
and affiliates  are still  evaluating the status of the systems used in business
activities  and  operations  of the  Partnership  and the  systems  of the third
parties with which the Partnership  conducts its business,  the general partners
have not yet  developed  a  comprehensive  contingency  plan and are  unable  to
identify "the most  reasonably  likely worst case scenario" at this time. As the
general partners identify  significant  risks related to the Partnership's  Year
2000 compliance or if the Partnership's Year 2000 compliance  program's progress
deviates  substantially from the anticipated timeline, the general partners will
develop appropriate contingency plans.



                                       10
<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 - None.

                 (b)  No reports on Form 8-K were filed during the quarter ended
                      September 30, 1998.

                                       11
<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 November, 1998.


                           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)