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 June 30, 2002

                   |_|     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 333-62477

                      ATEL Capital Equipment Fund VIII, LLC
             (Exact name of registrant as specified in its charter)

California                                                     94-3307404
----------                                                     ----------
(State or other jurisdiction of                              (I. R. S. Employer
incorporation or organization)                               Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 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 |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None




                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                 BALANCE SHEETS

                       JUNE 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)

                                     ASSETS

                                                2002               2001
                                                ----               ----
Cash and cash equivalents                      $ 1,786,425          $ 2,269,137
Accounts receivable, net of allowance for
   doubtful accounts of $516,365 in 2002
   and $41,365 in 2001                           1,894,010            3,256,527
Other assets                                        70,000               85,000
Investments in leases                          164,149,125          178,999,739
                                          ----------------- --------------------
Total assets                                  $167,899,560        $ 184,610,403
                                          ================= ====================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                $ 74,563,000         $ 85,369,000
Non-recourse debt                                5,862,716            6,014,964
Line of credit                                   4,000,000            2,500,000

Accounts payable:
   Managing member                                 263,652                    -
   Other                                           492,903              838,267

Accrued interest payable                           100,168               76,980

Interest rate swap contracts                     3,984,595            4,700,622

Unearned operating lease income                  1,674,116            1,748,618
                                          ----------------- --------------------
Total liabilities                               90,941,150          101,248,451

Members' capital                                76,958,410           83,361,952
                                          ----------------- --------------------
Total liabilities and members' capital        $167,899,560        $ 184,610,403
                                          ================= ====================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
Revenues:                                                    2002               2001               2002               2001
                                                             ----               ----               ----               ----
   Leasing activities:
<S>                                                          <C>                <C>               <C>                  <C>
      Operating leases                                       $16,369,513        $23,023,666       $ 7,679,155          $ 9,205,063
      Direct financing leases                                    413,236            508,142           197,219              247,516
      Gain on sales of assets                                    256,871          1,788,113           273,326                3,463
Interest                                                           9,035            109,824             3,046               28,653
Other                                                            183,150             25,909             7,382                9,306
                                                       ------------------ ------------------ ----------------- --------------------
                                                              17,231,805         25,455,654         8,160,128            9,494,001
Expenses:
Depreciation and amortization                                 11,924,692         14,781,124         5,899,599            7,645,706
Interest expense                                               3,258,213          5,574,861         1,656,843            2,009,316
Asset management fees to Managing Member                         770,623          1,009,978           353,209              407,013
Cost reimbursements to Managing Member                           757,879            526,265           243,271              284,993
Provision for doubtful accounts                                  475,000                  -            75,000                    -
Other                                                            379,850            163,722           244,195              102,367
Professional fees                                                110,555            185,430            54,010               55,506
                                                       ------------------ ------------------ ----------------- --------------------
                                                              17,676,812         22,241,380         8,526,127           10,504,901
                                                       ------------------ ------------------ ----------------- --------------------
Net income (loss)                                             $ (445,007)       $ 3,214,274        $ (365,999)        $ (1,010,900)
                                                       ================== ================== ================= ====================

Net income (loss):
   Managing member                                             $ 500,592          $ 503,448         $ 750,888            $ 146,237
   Other members                                                (945,599)         2,710,826        (1,116,887)          (1,157,137)
                                                       ------------------ ------------------ ----------------- --------------------
                                                              $ (445,007)       $ 3,214,274        $ (365,999)        $ (1,010,900)
                                                       ================== ================== ================= ====================

Net income (loss) per Limited Liability Company Unit             $ (0.07)           $ (0.21)          $ (0.08)             $ (0.09)
Weighted average number of Units outstanding                  13,570,188          9,143,454        13,570,188           13,570,188
</TABLE>

                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2002
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                                                  Other
                                                                                              Comprehensive
                                               Other Members                  Managing            Income
                                               -------------
                                          Units             Amount             Member             (Loss)              Total
<S>                                        <C>               <C>                        <C>       <C>                 <C>
Balance December 31, 2001                  13,570,188        $88,062,574                $ -       $(4,700,622)        $ 83,361,952
Distributions to members                                      (6,173,970)          (500,592)                            (6,674,562)
Unrealized decrease in value of
   interest rate swap contracts                                                                       716,027              716,027
Net income                                                      (945,599)           500,592                               (445,007)
                                    ------------------ ------------------ ------------------ ----------------- --------------------
Balance June 30, 2002                      13,570,188        $80,943,005                $ -       $(3,984,595)        $ 76,958,410
                                    ================== ================== ================== ================= ====================
</TABLE>
                             See accompanying notes.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
                                                             2002               2001               2002               2001
                                                             ----               ----               ----               ----
Operating activities:
<S>                                                           <C>               <C>                <C>                <C>
Net income (loss)                                             $ (445,007)       $ 3,214,274        $ (365,999)        $ (1,010,900)
Adjustments to reconcile net income (loss) to cash
   provided by operating activities:
   Depreciation and amortization                              11,924,692         14,781,124         5,899,599            7,645,706
   Gain on sales of assets                                      (256,871)        (1,788,113)         (273,326)              (3,463)
   Provision for doubtful accounts                               475,000                  -            75,000                    -
   Changes in operating assets and liabilities:
      Accounts receivable                                        887,517            971,119         1,245,939             (304,565)
      Other assets                                                15,000             15,000             7,500                7,500
      Accounts payable, Managing Member                                -           (185,659)         (376,446)            (102,817)
      Accounts payable, other                                    (81,712)          (107,200)          339,271               22,363
      Accrued interest expense                                    23,188            (59,042)          (38,244)              (6,586)
      Unearned lease income                                      (74,502)          (405,033)         (689,531)            (739,215)
                                                       ------------------ ------------------ ----------------- --------------------
Net cash provided by operations                               12,467,305         16,436,470         5,823,763            5,508,023
                                                       ------------------ ------------------ ----------------- --------------------
</TABLE>



                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
                                                             2002               2001               2002               2001
                                                             ----               ----               ----               ----
Investing activities:
<S>                                                           <C>               <C>                <C>                <C>
Purchases of equipment on operating leases                             -        (27,938,716)                -             (313,309)
Purchases of equipment on direct financing
   leases                                                              -           (810,271)                -             (636,064)
Reduction of net investment in direct financing
   leases                                                      2,037,467          1,396,835         1,628,146            1,191,935
Payment of initial direct costs to managing
   member                                                              -           (145,831)                -              (37,841)
Proceeds from sales of assets                                  1,145,326          8,601,318         1,069,276               46,056
                                                       ------------------ ------------------ ----------------- --------------------
Net cash provided by (used in) investing
   activities                                                  3,182,793        (18,896,665)        2,697,422              250,777
                                                       ------------------ ------------------ ----------------- --------------------

Financing activities:
Borrowings on line of credit                                   5,800,000         16,756,335         2,000,000            5,532,838
Repayments of line of credit                                  (4,300,000)        (7,532,838)         (800,000)          (7,532,838)
Proceeds of long-term debt                                     3,900,000         10,000,000                 -            2,000,000
Repayments of long-term debt                                 (14,706,000)        (9,148,000)       (5,902,000)          (4,895,000)
Repayments of non-recourse debt                                 (152,248)        (1,165,781)         (152,248)            (138,094)
Distributions to other members                                (6,173,970)        (6,218,917)       (3,086,989)          (3,121,917)
Distributions to managing member                                (500,592)          (503,448)         (250,296)            (253,128)
                                                       ------------------ ------------------ ----------------- --------------------
Net cash (used in) provided by financing
   activities                                                (16,132,810)         2,187,351        (8,191,533)          (8,408,139)
                                                       ------------------ ------------------ ----------------- --------------------
Net (decrease) increase in cash and cash
   equivalents                                                  (482,712)          (272,844)          329,652           (2,649,339)
Cash and cash equivalents at beginning of
period                                                         2,269,137          2,484,785         1,456,773            4,861,280
                                                       ------------------ ------------------ ----------------- --------------------
Cash and cash equivalents at end of period                   $ 1,786,425        $ 2,211,941       $ 1,786,425          $ 2,211,941
                                                       ================== ================== ================= ====================

Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                     $ 3,235,025        $ 5,633,903       $ 1,695,087          $ 2,015,902
                                                       ================== ================== ================= ====================
</TABLE>
                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the managing  member,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2.  Organization and Company matters:

ATEL Capital Equipment Fund VIII, LLC. (the Company),  was formed under the laws
of the State of  California  on July 31,  1998,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  of $600  were  received  as of  October  7,  1998,  $100  of  which
represented  the Managing  Member's (ATEL  Financial  Corporation's)  continuing
interest, and $500 of which represented the Initial Members' capital investment.

Upon the sale of the  minimum  amount  of Units  of  Limited  Liability  Company
interest  (Units)  of  $1,200,000  and the  receipt of the  proceeds  thereof on
January 13, 1999, the Company commenced operations.

The  Company  does not make a  provision  for income  taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.


3.  Investment in leases:

The Company's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                         Balance                             Expense or         Reclassi-            Balance
                                      December 31,                          Amortization       fications or         June 30,
                                          2001             Additions          of Leases        Dispositions           2002
                                          ----             ---------          ---------      - -------------          ----
<S>                                      <C>                         <C>    <C>                <C>                   <C>
Net investment in operating
   leases                                $157,746,886                $ -    $ (11,735,812)     $ (4,405,645)         $ 141,605,429
Net investment in direct
   financing leases                        14,181,674                  -         (2,037,467)         (217,352)          11,926,855
Assets held for sale or lease               6,055,819                  -                  -         3,734,542            9,790,361
Initial direct costs, net of
   accumulated amortization                 1,015,360                  -           (188,880)                -              826,480
                                    ------------------ ------------------ ------------------ ----------------- --------------------
                                         $178,999,739                $ -      $ (13,962,159)       $ (888,455)       $ 164,149,125
                                    ================== ================== ================== ================= ====================
</TABLE>




                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                   Balance          Acquisitions, Dispositions &            Balance
                                December 31,              Reclassifications                June 30,
                                                          -----------------
                                    2001            1st Quarter       2nd Quarter            2002
                                    ----            -----------       -----------            ----
<S>                               <C>               <C>                <C>                <C>
Manufacturing                     $  49,700,638     $            -     $           -      $    49,700,638
Transportation, rail                 37,626,277                  -                 -           37,626,277
Aircraft                             38,535,439                  -        (5,725,300)          32,810,139
Transportation, other                23,438,156                  -                 -           23,438,156
Containers                           21,228,750                  -                 -           21,228,750
Natural gas compressors              14,051,601                  -                 -           14,051,601
Materials handling                    7,710,415                  -                 -            7,710,415
Marine vessel                         3,952,500                  -                 -            3,952,500
Other                                12,731,780           (178,918)                -           12,552,862
                              ------------------ ------------------ ----------------- --------------------
                                    208,975,556           (178,918)       (5,725,300)         203,071,338
Less accumulated depreciation       (51,228,670)        (5,852,683)       (4,384,556)         (61,465,909)
                              ------------------ ------------------ ----------------- --------------------
                                   $157,746,886      $  (6,031,601)   $  (10,109,856)       $ 141,605,429
                              ================== ================== ================= ====================
</TABLE>

Direct financing leases:

As of June 30, 2002,  investment in direct financing  leases consists  primarily
office automation equipment. The following lists the components of the Company's
investment in direct financing leases as of June 30, 2002:

Total minimum lease payments receivable                          $ 9,668,999
Estimated residual values of leased equipment (unguaranteed)       4,501,147
                                                            -----------------
Investment in direct financing leases                             14,170,146
Less unearned income                                              (2,243,291)
                                                            -----------------
Net investment in direct financing leases                       $ 11,926,855
                                                            =================

All of the property on leases was acquired in 1999, 2000 and 2001.



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 2002, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                             Direct
                                         Operating          Financing
                                          Leases             Leases             Total
<S>                                        <C>                <C>              <C>
Six months ending December 31, 2002        $15,406,183        $ 1,354,557      $ 16,760,740
      Year ending December 31, 2003         25,176,885          2,509,590        27,686,475
                               2004         15,717,941          2,063,877        17,781,818
                               2005         11,389,500          1,976,473        13,365,973
                               2006          7,222,444          1,422,073         8,644,517
                         Thereafter          9,209,493            342,429         9,551,922
                                     ------------------ ------------------ -----------------
                                           $84,122,446        $ 9,668,999      $ 93,791,445
                                     ================== ================== =================
</TABLE>


4.  Non-recourse debt:

At June 30,  2002,  non-recourse  debt  consists of notes  payable to  financial
institutions.  The notes are due in varying quarterly and semi-annual  payments.
Interest on the notes is at rates from 7.98% to 10.0%.  The notes are secured by
assignments of lease payments and pledges of assets.  The notes mature from 2002
through 2006.

Future minimum payments of non-recourse debt are as follows:


<TABLE>
<CAPTION>
                                         Principal          Interest            Total
<S>                                          <C>                <C>               <C>
Six months ending December 31, 2002          $ 159,860          $ 254,452         $ 414,312
      Year ending December 31, 2003            397,915            486,617           884,532
                               2004          4,425,556            170,437         4,595,993
                               2005            418,256             77,737           495,993
                               2006            461,129             34,866           495,995
                                     ------------------ ------------------ -----------------
                         Thereafter        $ 5,862,716        $ 1,024,109       $ 6,886,825
                                     ================== ================== =================
</TABLE>


                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


5.  Other long-term debt:

In 1999, the Company entered into a $70 million receivables funding program (the
Program) (which was  subsequently  increased to $125 million) with a receivables
financing  company that issues  commercial  paper rated A1 by Standard and Poors
and  P1 by  Moody's  Investor  Services.  Under  the  Program,  the  receivables
financing  company  receives  a  general  lien  against  all  of  the  otherwise
unencumbered  assets of the Company.  The Program  provides  for  borrowing at a
variable  interest  rate (1.8539% at June 30,  2002).  As of June 30, 2002,  the
program has been closed as to additional borrowings.

The Program  requires the Managing  Member to enter into various  interest  rate
swaps with a financial  institution  (also rated A1/P1) to manage  interest rate
exposure  associated  with  variable  rate  obligations  under  the  Program  by
effectively  converting  the variable  rate debt to fixed rates.  As of June 30,
2002,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$74,563,000, based on the difference between nominal rates ranging from 3.60% to
7.72% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.

 Borrowings under the Program are as follows:

                             Original            Balance           Rate on
                              Amount            June 30,        Interest Swap
        Date Borrowed        Borrowed             2002            Agreement
        -------------        --------             ----            ---------
          11/11/99             $20,000,000        $ 7,972,000       6.840%
          12/21/99              20,000,000         15,735,000       7.410%
          12/24/99              25,000,000         11,587,000       7.440%
           4/17/00               6,500,000          4,337,000       7.450%
           4/28/00               1,900,000            864,000       7.720%
           8/3/00               19,000,000         13,642,000       7.500%
          10/31/00               7,500,000          5,194,000       7.130%
           1/29/01               8,000,000          5,852,000       5.910%
           6/1/01                2,000,000          1,185,000       5.040%
           9/1/01                9,000,000          4,750,000       4.350%
           1/31/02               3,900,000          3,445,000       3.600%
                         ------------------ ------------------
                              $122,800,000        $74,563,000
                         ================== ==================







                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


5.  Other long-term debt (continued):

Other  long-term debt borrowings  mature from 2004 through 2009.  Future minimum
principal payments of long-term debt are as follows:

<TABLE>
<CAPTION>
                                                                                                   Rates on
                                                                                                 Interest Swap
                                          Principal          Interest            Total            Agreements*
                                          ---------          --------            -----            -----------
<S>                                         <C>                <C>              <C>             <C>
 Six months ending December 31, 2002        $11,681,000        $ 2,383,653      $ 14,064,653    6.848% - 6.862%
       Year ending December 31, 2003         21,043,000          3,636,621        24,679,621    6.865% - 6.901%
                                2004         15,092,000          2,394,241        17,486,241    6.896% - 6.962%
                                2005         11,351,000          1,507,894        12,858,894    6.985% - 7.137%
                                2006          6,950,000            884,435         7,834,435    7.172% - 7.203%
                                2007          4,701,000            439,685         5,140,685    6.896% - 7.028%
                                2008          3,025,000            169,486         3,194,486    6.214% - 6.887%
                                2009            720,000              9,149           729,149    5.042% - 5.068%
                                      ------------------ ------------------ -----------------
                                            $74,563,000        $11,425,164      $ 85,988,164
                                      ================== ================== =================
</TABLE>

* Represents the range of monthly weighted average fixed interest rates paid for
amounts  maturing in the particular year. The  receive-variable  rate portion of
the swap represents commercial paper rates (1.8539% at June 30, 2002).


6.  Related party transactions:

The terms of the Limited Company  Operating  Agreement provide that the Managing
Member  and/or  Affiliates  are entitled to receive  certain fees for  equipment
acquisition, management and resale and for management of the Company.

The Limited Liability  Company Operating  Agreement allows for the reimbursement
of costs incurred by the Managing Member in providing administrative services to
the  Company.  Administrative  services  provided  include  Company  accounting,
investor  relations,  legal counsel and lease and equipment  documentation.  The
Managing Member is not reimbursed for services where it is entitled to receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the Managing Member are
allocated to the Company based upon actual time incurred by employees working on
Company  business and an allocation of rent and other costs based on utilization
studies.

Substantially  all  employees of the  Managing  Member  record time  incurred in
performing administrative services on behalf of all of the Companies serviced by
the Managing Member.  The Managing Member believes that the costs reimbursed are
the lower of (i)  actual  costs  incurred  on behalf of the  Company or (ii) the
amount the Company would be required to pay  independent  parties for comparable
administrative  services in the same geographic location and are reimbursable in
accordance with the Limited Liability Company Operating Agreement.









                                       11
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


6.  Related party transactions (continued):

The  Managing   Member   and/or   Affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Liability Company Agreement during the
six month periods ended June 30, 2002 and 2001 as follows:

<TABLE>
<CAPTION>
                                                                                      2002               2001
                                                                                      ----               ----
<S>                                                                                    <C>                <C>
Asset management fees to Managing Member                                               $ 770,623          $ 1,009,978
Administrative costs reimbursed to Managing Member                                       757,879              526,265
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                                        -            3,855,618
Reimbursement of other syndication costs to Managing Member                                    -            1,957,345
                                                                                ----------------- --------------------
                                                                                     $ 1,528,502          $ 7,349,206
                                                                                ================= ====================
</TABLE>


7. Member's capital:

As  of  June  30,  2002,   13,570,188  Units   ($135,701,880)  were  issued  and
outstanding.  The  Company's  registration  statement  with the  Securities  and
Exchange  Commission  became  effective  December  7,  1998.  The  offering  was
concluded  on  November  30,  2000.  The  Company is  authorized  to issue up to
15,000,050 Units, including the 50 Units issued to the initial members.

The  Company's Net Income,  Net Losses,  and  Distributions  are to be allocated
92.5% to the Members and 7.5% to the Managing Member.


8.  Line of credit:

The Company  participates with the Managing Member and certain of its affiliates
in a  $43,654,928  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of June 30, 2002, borrowings under the facility were as follows:
<TABLE>
<CAPTION>

<S>                                                                                                <C>
Amount  borrowed by the fund under the acquisition facility                                        $      4,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                              19,000,000
                                                                                                  --------------------
Total borrowings under the acquisition facility                                                          23,000,000
Amounts borrowed by the Managing Member and its sister corporation under the warehouse facility                         -
                                                                                                  --------------------
Total outstanding balance                                                                          $    23,000,000
                                                                                                  ====================

Total available under the line of credit                                                           $    43,654,928
Total outstanding balance                                                                               (23,000,000)
                                                                                                  --------------------
Remaining availability                                                                             $    20,654,928
                                                                                                  ====================
</TABLE>




                                       12
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


8.  Line of credit (continued):

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the fund and the Managing Member.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower. The fund was in compliance with its covenants as of June 30, 2002.


9.  Commitments:

As of June 30,  2002,  the Company had no  outstanding  commitments  to purchase
lease equipment.






                                       13
<PAGE>

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

Capital Resources and Liquidity

During the first  half of 2002 and 2001,  the  Company's  primary  activity  was
engaging in equipment leasing activities.

During 2002 and 2001,  the Company's  primary source of liquidity was rents from
operating  leases.  The  liquidity  of the  Company  will  vary  in the  future,
increasing to the extent cash flows from leases exceed expenses,  and decreasing
as lease assets are acquired,  as  distributions  are made to the members and to
the extent expenses exceed cash flows from leases.

As another source of liquidity,  the Company has contractual  obligations with a
diversified  group of lessees for fixed lease terms at fixed rental amounts.  As
the initial lease terms expire the Company will re-lease or sell the  equipment.
The future liquidity  beyond the contractual  minimum rentals will depend on the
Managing Member's success in re-leasing or selling the equipment as it comes off
lease.

The Company  participates with the Managing Member and certain of its affiliates
in a  $43,654,928  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of June 30, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>

<S>                                                                                                <C>
Amount  borrowed by the fund under the acquisition facility                                        $      4,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                              19,000,000
                                                                                                  --------------------
Total borrowings under the acquisition facility                                                          23,000,000
Amounts borrowed by the Managing Member and its sister corporation under the warehouse facility                         -
                                                                                                  --------------------
Total outstanding balance                                                                          $    23,000,000
                                                                                                  ====================

Total available under the line of credit                                                           $    43,654,928
Total outstanding balance                                                                               (23,000,000)
                                                                                                  --------------------
Remaining availability                                                                             $    20,654,928
                                                                                                  ====================
</TABLE>

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the fund and the Managing Member.

The Company  anticipates  reinvesting  a portion of lease  payments  from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the Managing Member
and providing for cash distributions to the members.

The Company currently has available adequate reserves to meet contingencies, but
in the event those  reserves  were found to be  inadequate,  the  Company  would
likely be in a position to borrow  against its  current  portfolio  to meet such
requirements.  The Managing Member envisions no such  requirements for operating
purposes.




                                       14
<PAGE>

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  There were no such  commitments as of
June 30, 2002.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Company  inasmuch as the residual  (resale) values and rates on re-leases of the
Company's  leased assets may increase as the costs of similar  assets  increase.
However, the Company's revenues from existing leases would not increase, as such
rates are generally  fixed for the terms of the leases  without  adjustment  for
inflation.

If interest rates increase  significantly,  the lease rates that the Company can
obtain on future leases will be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Cash Flows

During  the  first  half of 2002 and  2001,  the  Company's  primary  source  of
liquidity was operating lease rents.

Sources of cash flows from operating activities consisted primarily of operating
lease revenues in both years.

Rents from direct financing leases were the most significant source of cash from
investing activities in 2002. In 2001, the most significant source of cash flows
from investing  activities was proceeds from the sales of lease assets.  Uses of
cash for investing  activities  consisted of cash used to purchase operating and
direct  financing  lease assets and payment of initial  direct costs  related to
lease asset purchases. No cash was used in investing activities in 2002.

In 2002 and  2001,  sources  of cash  from  financing  activities  consisted  of
borrowings on the line of credit and proceeds of long-term debt.  Financing uses
of cash included repayments of long-tern debt,  repayments of non-recourse debt,
repayments  of  borrowings  under the line of credit  and  distributions  to the
members.

Results of operations

In 2002,  operations resulted in a net loss of $445,007 for the six month period
and a net loss of  $365,999  for the three  month  period.  In 2001,  operations
resulted  in net income of  $3,214,274  for the first half of the year and a net
loss of  $1,010,900  for the second  quarter.  The Company's  primary  source of
revenues is from operating leases. In future periods,  operating leases are also
expected to be the most significant source of revenues.  Depreciation is related
to operating lease assets and thus, to operating lease revenues.  It is expected
to decrease in future periods as leases mature and lease assets are sold.

Asset  management  fees are based on the gross lease  rents of the Company  plus
proceeds from the sales of lease assets. They are limited to certain percentages
of lease  rents,  distributions  to members and certain  other  items.  As lease
assets are sold and as revenues decline, these fees are expected to decrease.

Interest expense has decreased  compared to 2001 due to debt repayments over the
last year.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

Emery Worldwide Airways, Inc.:

On January 25, 2002,  the Company  filed a complaint  against its lessee,  Emery
Worldwide  Airways,  Inc.,  for failure by the lessee to properly  maintain  the
condition  and  airworthiness  of the  aircraft on lease to the lessee,  and for
certain other  breaches and defaults by the lessee as alleged in the  complaint.
The  Company  has  claimed  stipulated  loss  value  damages  in the  amount  of
$5,648,173  as a result  of the  breaches  and  defaults  under the lease by the
lessee.  A motion for summary judgment on the Company's claims was heard towards
the end of May, 2002. As this matter is in its early stages,  the outcome of the
Company's claim is uncertain, although the Manager believes that currently there
is a substantial likelihood of success in this matter.




                                       15
<PAGE>

Burlington Northern Santa Fe Corporation:

This complaint was filed for the recovery of $300,000 in damages for the "Agreed
Value" of a destroyed  locomotive.  The Company  feels that it has a  reasonable
basis for success in this matter.

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)Documents filed as a part of this report

                    1.  Financial Statements

                        Included in Part I of this report:

                        Balance Sheets, June 30, 2002 and December 31, 2001.

                        Statements of operations for the six and three month
                         periods ended June 30, 2002 and 2001.

                        Statement of changes in partners' capital for the six
                         month period ended June 30, 2002.

                        Statements of cash flows for the six and three month
                         periods ended June 30, 2002 and 2001.

                        Notes to the Financial Statements

                    2.  Financial Statement Schedules

                        All other schedules for which provision is made in the
                        applicable accounting regulations of the Securities and
                        Exchange Commission are not required under the related
                        instructions or are inapplicable, and therefore have
                        been omitted.

                    (b) Report on Form 8-K

                        None




                                       16
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly report on Form 10QSB of ATEL Capital  Equipment
Fund VIII, LLC, (the "Company") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial Services, LLC, managing member of the Company, hereby certify that:

          1.            The Report fully complies with the requirements of
                         section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934 ; and

          2.            The information contained in the Report fairly presents,
                         in all material respects, the finanancial condition and
                         results of operations of the Company.


/s/ DEAN L. CASH
------------------------------------
Dean L. Cash President and Chief Executive
Officer of Managing Member
August 14, 2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly report on Form 10QSB of ATEL Capital  Equipment
Fund VIII, LLC, (the "Company") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial  Services,  LLC,  managing member of the Company,  hereby certify
that:

          1.            The Report fully complies with the requirements of
                         section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934 ; and

          2.            The information contained in the Report fairly presents,
                         in all material respects, the finanancial condition and
                         results of operations of the Company.


/s/ PARITOSH K. CHOKSI
------------------------------------
Paritosh K. Choksi Executive Vice President of Managing
Member, Principal financial officer of registrant
August 14, 2002



                                       17
<PAGE>

                                   SIGNATURES


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

Date:
August 14, 2002

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



                   By: ATEL Financial Services, LLC
                       Managing Member of Registrant




                                     By:  /s/ DEAN L. CASH
                                          -------------------------------------
                                          Dean L. Cash
                                          President and Chief Executive
                                          Officer of Managing Member




                   By: /s/ PARITOSH K. CHOKSI
                       -------------------------------------
                       Paritosh K. Choksi
                       Executive Vice President of
                       Managing Member, Principal
                       financial officer of registrant



                   By: /s/ DONALD E.  CARPENTER
                       --------------------------------------
                       Donald E. Carpenter
                       Principal accounting officer of
                       registrant


                                       18
<PAGE>