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

                                       OR

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

For the transition period from ______________________ to ____________________


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


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


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


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


Registrant's telephone number
(including area code)                                (407) 540-2000
                                                -----------------------------


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



                                    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              5-8

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                  9-13

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                          13

Part II.

     Other Information                                                     14-15


<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               March 31,               December 31,
                                                                                  2002                     2001
                                                                           -------------------      -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                                   $ 16,300,437             $ 15,726,970
   Net investment in direct financing leases                                        4,698,192                4,741,762
   Real estate held for sale                                                          904,744                  911,293
   Investment in joint ventures                                                     4,575,869                4,601,808
   Mortgage notes receivable                                                          912,611                  926,080
   Cash and cash equivalents                                                        1,562,431                2,085,133
   Certificate of deposit                                                             377,229                  378,889
   Receivables, less allowance for doubtful accounts
       of $2,061 and $1,114, respectively                                               8,508                   88,175
   Due from related parties                                                                --                   52,641
   Accrued rental income                                                            1,399,550                1,394,618
   Other assets                                                                        59,782                   69,874
                                                                           -------------------      -------------------

                                                                                 $ 30,799,353             $ 30,977,243
                                                                           ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                           $   24,885               $    5,600
   Real estate taxes payable                                                            9,741                   10,654
   Distributions payable                                                              787,501                  787,501
   Due to related parties                                                              72,966                   75,482
   Rents paid in advance and security deposits                                         25,772                   52,096
                                                                           -------------------      -------------------
       Total liabilities                                                              920,865                  931,333

   Commitment (Note 5)

   Minority interest                                                                  106,306                  106,834

   Partners' capital                                                               29,772,182               29,939,076
                                                                           -------------------      -------------------

                                                                                 $ 30,799,353             $ 30,977,243
                                                                           ===================      ===================

</TABLE>
           See accompanying notes to condensed financial statements.

<page>

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

<TABLE>
<CAPTION>
                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  2002               2001
                                                                              --------------    ---------------

 <c>
Revenues:
    Rental income from operating leases                                           $ 504,198          $ 491,824
    Earned income from direct financing leases                                      149,655            186,922
    Contingent rental income                                                          4,243                917
    Interest and other income                                                        27,916            113,255
                                                                              --------------    ---------------
                                                                                    686,012            792,918
                                                                              --------------    ---------------

Expenses:
    General operating and administrative                                             65,304            119,867
    Professional services                                                            20,079             16,158
    Real estate taxes                                                                    --             13,825
    State and other taxes                                                            30,446             51,658
    Depreciation                                                                     85,956             77,920
    Provision for write-down of assets                                                   --            211,335
                                                                              --------------    ---------------
                                                                                    201,785            490,763
                                                                              --------------    ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures                                       484,227            302,155

Minority Interest in Income of Consolidated
    Joint Venture                                                                    (3,142 )           (3,314 )

Equity in Earnings of Unconsolidated Joint Ventures                                 101,570             87,501
                                                                              --------------    ---------------

Income from Continuing Operations                                                   582,655            386,342

Discontinued Operations (Note 4):
    Income from discontinued operations, net                                         37,952             19,742
                                                                              --------------    ---------------

Net Income                                                                        $ 620,607          $ 406,084
                                                                              ==============    ===============

Income (Loss) Per Limited Partner Unit
    Continuing operations                                                         $   0.017          $   0.011
    Discontinued operations                                                           0.001              0.001
                                                                              --------------    ---------------

Total                                                                             $   0.018          $   0.012
                                                                              ==============    ===============

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

<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,
                                                                                2002                      2001
                                                                         -------------------        -----------------

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

Limited partners:
    Beginning balance                                                            29,652,727               30,466,185
    Net income                                                                      620,607                2,336,546
    Distributions ($0.023 and $0.09 per
       limited partner unit, respectively                                          (787,501 )             (3,150,004 )
                                                                         -------------------        -----------------
                                                                                 29,485,833               29,652,727
                                                                         -------------------        -----------------

Total partners' capital                                                        $ 29,772,182             $ 29,939,076
                                                                         ===================        =================
</TABLE>
           See accompanying notes to condensed financial statements.

<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                     Quarter Ended
                                                                                       March 31,
                                                                                2002               2001
                                                                           ---------------     --------------

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

    Net Cash Provided by Operating Activities                                   $ 909,509         $1,015,482
                                                                           ---------------     --------------

    Cash Flows from Investing Activities:
       Additions to land and buildings on operating
          leases                                                                 (654,389 )               --
       Collections on mortgage notes receivable                                    13,349             13,007
       Redemption of certificate of deposit                                            --            103,500
                                                                           ---------------     --------------
              Net cash (used in) provided by investing
                  activities                                                     (641,040 )          116,507
                                                                           ---------------     --------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                         (787,501 )         (787,501 )
       Distributions to holder of minority interest                                (3,670 )           (3,525 )
                                                                           ---------------     --------------
              Net cash used in financing activities                              (791,171 )         (791,026 )
                                                                           ---------------     --------------

Net Increase (Decrease) in Cash and Cash
    Equivalents                                                                  (522,702 )          340,963

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

Cash and Cash Equivalents at End of Quarter                                    $1,562,431         $1,567,598
                                                                           ===============     ==============

Supplemental Schedule of Non-Cash Financing
    Activities:

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

                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


  1.     Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter  ended March 31, 2002 may not be  indicative of the results
         that may be expected for the year ending December 31, 2002.  Amounts as
         of December 31, 2001, included in the financial  statements,  have been
         derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund VIII, Ltd. (the  "Partnership") for the year ended December
         31, 2001.

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

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

2.       Reclassification:

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

<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


3.       Land and Buildings on Operating Leases:

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

4.       Discontinued Operations:

         In March 2002,  the  Partnership  entered  into an  agreement  with the
         tenant to sell the property in Baseball City, Florida. As a result, the
         Partnership  reclassified  the assets  relating to this  property  from
         direct  financing  leases,  and from  land and  building  on  operating
         leases,  to real estate held for sale. The property was recorded at the
         lower of its  carrying  amount or fair  value  less  cost to sell.  The
         Partnership  stopped  recording accrued rental income once the property
         was placed up for sale. In May 2002, the Partnership  sold the Property
         (see Note 7). The financial  results for this property are reflected as
         Discontinued Operations in the accompanying financial statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                             Quarter Ended March 31,
                                                            2002                2001
                                                       ----------------   -----------------

 <c>
              Rental revenues                                $  38,332          $   19,742
              Expenses                                            (380 )                --
                                                       ----------------   -----------------
              Income from discontinued operations            $  37,952          $   19,742
                                                       ================   =================
</TABLE>

5.       Commitment:

         In March 2002,  the  Partnership  entered  into an  agreement  with the
         tenant to sell its property in Baseball City, Florida. In May 2002, the
         Partnership sold the property and recognized a gain (see Note 7).

<page>

                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


6.       Concentration of Credit Risk:

         The  following  schedule  presents  total  rental,  earned and mortgage
         interest income from individual  lessees,  each  representing more than
         ten percent of the  Partnership's  total  rental,  earned and  mortgage
         interest income (including the Partnership's  share of total rental and
         earned income from the  unconsolidated  joint ventures and the property
         held as tenants-in-common with affiliates of the general partners), for
         each of the quarters ended March 31:

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

             Carrols Corporation                   $170,735           $ 97,534
             Golden Corral Corporation               99,875            164,450
             Burger King Corporation                 90,351                N/A

         In addition,  the following schedule presents total rental,  earned and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing more than ten percent of the  Partnership's  total rental,
         earned and mortgage interest income (including the Partnership's  share
         of  total  rental  and  earned  income  from the  unconsolidated  joint
         ventures and the property held as tenants-in-common  with affiliates of
         the general partners) for each of the quarters ended March 31:

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

            Burger King                            223,197            209,071
            Golden Corral Family Steakhouse
                Restaurants                        170,735            171,469

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

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.
<page>
                           CNL INCOME FUND VIII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


7.       Subsequent Event:

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

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, 2002, the
Partnership  owned 38 Properties,  either  directly or indirectly  through joint
venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2002 and 2001 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 $909,509 and
$1,015,482  for the quarters  ended March 31, 2002 and 2001,  respectively.  The
decrease in cash from  operations  for the quarter  ended  March 31,  2002,  was
primarily a result of changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 2002.

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

         In February 2002, a tenant, Brandon Fast Food Services, Inc., filed for
bankruptcy.  As of March 31, 2002,  the  Partnership  has continued  receiving a
portion of the rental  payments  relating  to this  lease.  While the tenant has
neither rejected nor affirmed the one lease it has with the Partnership relating
to the Property in Brandon,  Florida,  there can be no assurance  that the lease
will not be rejected in the future.  The lost  revenues that would result if the
tenant  rejects  this  lease  could  have an  adverse  effect on the  results of
operations of the  Partnership  if the  Partnership is unable to release or sell
the Property in a timely manner.

         In March 2002,  the  Partnership  entered  into an  agreement  with the
tenant  to sell its  property  in  Baseball  City,  Florida.  In May  2002,  the
Partnership  sold its Property and received net sales proceeds of  approximately
$1,184,600 resulting in a gain of approximately $279,800.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to  pay  Partnership  expenses  or to  make
distributions to the partners. At March 31, 2002, the Partnership had $1,562,431
invested in such short-term  investments,  as compared to $2,085,133 at December
31,  2001.  The  decrease in cash and cash  equivalents  at March 31,  2002,  as
compared to December 31,  2001,  was  primarily  due to the fact that in January
2002, the Partnership  invested in a Property in Ontario,  Oregon,  as described
above. The funds remaining at March 31, 2002, after payment of distributions and
other liabilities, will be used 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,  2002 and 2001.  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, 2002 and 2001. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 2002 and 2001 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
decreased  to $920,865 at March 31,  2002,  from  $931,333 at December 31, 2001,
primarily  as a result of a decrease  in rents paid in advance  and  deposits at
March 31, 2002, as compared to December 31, 2001. 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, 2002 and 2001, the  Partnership and
its  consolidated  joint  venture,  Woodway Joint  Venture,  owned and leased 25
wholly owned Properties  (including one Property which was sold during 2001, one
Property acquired during 2002 and excluding one Property which was classified as
real estate held for sale) to operators of fast-food and family-style restaurant
chains.  In connection  therewith,  during the quarters ended March 31, 2002 and
2001, the  Partnership  and Woodway Joint Venture earned  $653,853 and $678,746,
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,
2002,  as  compared to the quarter  ended March 31,  2001,  due to the fact that
during 2001,  the tenant of the Property in North Fort Myers,  Florida,  vacated
the Property and ceased making rental  payments on this  Property.  As a result,
the  Partnership  stopped  recording  rental and earned income  relating to this
Property.  The lease  was  terminated  in July  2001.  In  September  2001,  the
Partnership  entered  into a new lease with a new tenant for this  Property  for
which rental payments commenced in December 2001. The Partnership re-leased this
Property  to  the  new  tenant  with  terms   substantially   the  same  as  the
Partnership's  other leases.  Rents due under the new lease are lower than rents
due under the previous lease;  therefore,  the  Partnership  expects that rental
income in future periods will remain at reduced  amounts.  However,  the general
partners do not  anticipate  that any decrease in rental income  relating to the
new lease will have a material  adverse  affect on the  Partnership's  financial
position or results of operations.

         The decrease in rental and earned income during the quarter ended March
31,  2002,  as compared  to the quarter  ended  March 31,  2001,  was  partially
attributable  to the lost revenues from the sale of the Property in Statesville,
North  Carolina.  The  decrease  during the  quarter  ended March 31,  2002,  as
compared  to the  quarter  ended  March 31,  2001,  was  partially  offset by an
increase  in rental  and  earned  income  during  2002,  due to the fact that in
January 2002, the Partnership  reinvested in a Property in Ontario,  Oregon,  as
described above in "Capital Resources."

         During the quarters ended March 31, 2002 and 2001, the Partnership also
earned  $27,916 and $113,255,  respectively,  in interest and other income.  The
decrease in interest and other income  during the quarter  ended March 31, 2002,
was primarily due to the fact that during the quarter ended March 31, 2001,  the
Partnership  received and recorded as income  additional  amounts  relating to a
settlement  from the Florida  Department  of  Transportation  for a right of way
taking  relating  to a parcel of land on its  Property in  Brooksville,  Florida
which was sold in 2000.  The decrease in interest  and other  income  during the
quarter ended March 31, 2001,  was also partially due to a reduction in interest
income as a result of the  prepayment  of  principal  on two  mortgage  notes of
approximately $441,500 during 2001.

         During the quarter  ended March 31,  2001,  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. During the quarter ended
March 31, 2002,  the  Partnership  owned and leased nine  Properties  indirectly
through other joint venture  arrangements  and owned and leased three Properties
with  affiliates  of the general  partners as  tenants-in-common.  In connection
therewith,  during the quarters ended March 31, 2002 and 2001,  the  Partnership
earned $101,570 and $87,501, 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,  2002,  was
primarily  due to the fact that in 2001,  the  Partnership  invested  in a joint
venture, and in two Properties, each as a separate tenant-in-common arrangement,
with Florida limited partnerships and affiliates of the general partners.

         During  the  quarter  ended  March  31,  2002,  three  lessees  of  the
Partnership  and its  consolidated  joint  venture,  Golden Corral  Corporation,
Carrols Corporation and Burger King Corporation,  each contributed more than ten
percent of the Partnership's  total rental,  earned and mortgage interest income
(including  rental and earned income from the Partnership's  consolidated  joint
venture and the Partnership's  share of rental and earned income from Properties
owned  by   joint   ventures   and   Properties   owned   with   affiliates   as
tenants-in-common).  It is anticipated  that, based on the minimum annual rental
payments required by the leases, these three lessees will continue to contribute
more than ten percent of the  Partnership's  total  rental,  earned and mortgage
interest  income.  In addition,  during the quarter  ended March 31,  2002,  two
Restaurant Chains, Golden Corral Family Steakhouse  Restaurants and Burger King,
each  accounted  for more than ten percent of the  Partnership's  total  rental,
earned and mortgage interest income (including rental and earned income from the
Partnership's  consolidated joint venture and the Partnership's  share of rental
and earned income from  Properties  owned by  unconsolidated  joint ventures and
Properties owned with affiliates as  tenants-in-common).  It is anticipated that
these two  Restaurant  Chains  each will  continue  to account for more than ten
percent of the Partnership's  total rental,  earned and mortgage interest income
to which the Partnership is entitled under the terms of the leases.  Any failure
of these lessees or Restaurant  Chains could materially affect the Partnership's
income if the  Partnership  is not able to  re-lease  the  Property  in a timely
manner.

         Operating expenses,  including  depreciation  expense and provision for
write-down of assets,  were  $201,785 and $490,763 for the quarters  ended March
31,  2002 and  2001,  respectively.  The  decrease  in  operating  expenses  was
attributable  to the fact that during the  quarter  ended  March 31,  2001,  the
Partnership  recorded  provisions  for  write-down  of assets in the  amounts of
$93,671  and  $117,664  in  previously  accrued  rental  income  relating to the
Properties in North Fort Myers, Florida, and Statesville, North Carolina, due to
the fact that the tenants  ceased  operations  and vacated the  Properties.  The
provisions  represented  the  difference  between  the  carrying  value  of  the
Properties,  including the  accumulated  accrued rental income,  and the general
partners'  estimated fair value of the Properties at March 31, 2001. The accrued
rental  income was the  accumulated  amount of non-cash  accounting  adjustments
previously  recorded in order to recognize  future  schedule  rent  increases as
income evenly over the term of the lease in accordance  with generally  accepted
accounting principles. No such provisions were recorded during the first quarter
of 2002.  The  Partnership  entered into a new lease with a new tenant,  for the
Property in North Fort Myers,  Florida,  as  described  above.  The  Property in
Statesville,  North Carolina was sold in May 2001. In addition,  the decrease in
operating  expenses  during the  quarter  ended  March 31, 2002 was due to lower
administrative   expenses   incurred  for  servicing  the  Partnership  and  its
Properties.  The decrease in operating  expenses  during the quarter ended March
31, 2002, was also partially due to a decrease in state taxes.

         In  addition,  the decrease in  operating  expenses  during the quarter
ended March 31,  2002,  as compared to the  quarter  ended March 31,  2001,  was
partially  due to the  fact  during  the  quarter  ended  March  31,  2001,  the
Partnership incurred expenses such as real estate taxes relating to the Property
in North  Fort  Myers,  as a result of the tenant  vacating  the  Property.  The
Partnership   ceased  collection   efforts  of  these  real  estate  taxes.  The
Partnership entered into a new lease with a new tenant for this Property, and in
accordance  with the terms of the lease,  the new tenant is responsible for such
expenses commencing December 2001.

         In March,  2002,  the  Partnership  entered into an agreement  with the
tenant to sell the Property in Baseball City,  Florida.  The Partnership expects
to use the proceeds from the sale to reinvest in an additional  income producing
Property.  In accordance  with Statement of Financial  Accounting  Standards No.
144,  "Accounting  for the  Impairment  or Disposal of Long-Lived  Assets",  the
Partnership  reclassified  the assets  relating  to this  Property  from  direct
financing leases, and from land and building on operating leases, to real estate
held for sale. The property was recorded at the lower of its carrying  amount or
fair value less cost to sell.  In addition,  during the quarter  ended March 31,
2002,  the  Partnership  suspended the  recording of accrued  rental income upon
placing the Property up for sale. The Partnership  recognized net rental income,
less Property  related  expenses,  amounting to $37,952 and $19,742,  during the
quarters ended March 31, 2002 and 2001, respectively, relating to this Property.
The amounts were  reclassified  to  Discontinued  Operations.  In May 2002,  the
Partnership  sold the Property and  received  net sales  proceeds of  $1,184,600
resulting  in a gain of  approximately  $279,800,  which will be recorded in the
second quarter.

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material  changes in the  Partnership's  market risk  occurred  from
December  31,  2001,   through  March  31,  2002.   Information   regarding  the
Partnership's  market risk at December 31, 2001 is included in its Annual Report
on Form 10-K for the year ended December 31, 2001.
<page>

                           PART II. OTHER INFORMATION



Item 1.       Legal Proceedings.   Inapplicable.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

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

Item 5.       Other Information.  Inapplicable.

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

              (a)  Exhibits

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

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

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

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

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

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

                     10.4    Assignment  of Management  Agreement  from CNL Fund
                             Advisors,  Inc. to CNL APF Partners,  LP. (Included
                             as  Exhibit  10.4  to  Form  10-Q  filed  with  the
                             Securities  and  Exchange  Commission  on August 9,
                             2001, and incorporated herein by reference.)

                     (b)     Reports on Form 8-K

                             No  reports  on Form  8-K  were  filed  during  the
                             quarter ended March 31, 2002.

<page>
                                   SIGNATURES



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

         DATED this 14th day of May, 2002.


                                      CNL INCOME FUND VIII, LTD.

                                      By: CNL REALTY CORPORATION
                                          General Partner


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


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