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

                    |_|    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

                      MARCH 31, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                      2002                2001
                                                      ----                ----
<S>                                                   <C>                  <C>
Cash and cash equivalents                             $ 1,456,773          $ 2,269,137
Accounts receivable, net of allowance for
   doubtful accounts of $441,365 in 2002 and
   $41,365 in 2001                                      3,214,949            3,256,527
Other assets                                               77,500               85,000
Investments in leases                                 172,472,820          178,999,739
                                                ------------------ --------------------
Total assets                                         $177,222,042        $ 184,610,403
                                                ================== ====================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                        $80,465,000         $ 85,369,000
Non-recourse debt                                       6,014,964            6,014,964
Line of credit                                          2,800,000            2,500,000

Accounts payable:
   Managing Member                                        376,446                    -
   Other                                                  417,284              838,267

Accrued interest payable                                  138,412               76,980

Interest rate swap contracts                            4,503,068            4,700,622

Unearned operating lease income                         2,363,647            1,748,618
                                                ------------------ --------------------
Total liabilities                                      97,078,821          101,248,451

Members' capital                                       80,143,221           83,361,952
                                                ------------------ --------------------
Total liabilities and members' capital               $177,222,042        $ 184,610,403
                                                ================== ====================
</TABLE>



                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                    2002                2001
                                                             ----                ----
   Leasing activities:
<S>                                                          <C>                 <C>
      Operating leases                                       $ 8,690,358         $ 13,818,603
      Direct financing leases                                    216,017              260,626
      (Loss) gain on sales of assets                             (16,455)           1,784,650
Interest                                                           5,989               81,171
Other                                                            175,768               16,603
                                                       ------------------ --------------------
                                                               9,071,677           15,961,653
Expenses:
Depreciation and amortization                                  6,025,093            7,135,418
Interest expense                                               1,601,370            3,565,545
Asset management fees to Managing Member                         417,414              602,965
Cost reimbursements to Managing Member                           514,608              241,272
Provision for doubtful accounts                                  400,000                    -
Professional fees                                                 56,545              129,924
Other                                                            135,655               61,355
                                                       ------------------ --------------------
                                                               9,150,685           11,736,479
                                                       ------------------ --------------------
Net (loss) income                                              $ (79,008)         $ 4,225,174
                                                       ================== ====================

Net (loss) income:
   Managing member                                             $ 250,296            $ 250,320
   Other members                                                (329,304)           3,974,854
                                                       ------------------ --------------------
                                                               $ (79,008)         $ 4,225,174
                                                       ================== ====================

Net (loss) income per Limited Liability Company Unit             $ (0.02)              $ 0.29
Weighted average number of Units outstanding                  13,570,188           13,570,188
</TABLE>



                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 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                                       (3,086,981)          (250,296)                 -          (3,337,277)
Unrealized decrease in value of
   interest rate swap contracts                                                                         197,554             197,554
Net loss                                                         (329,304)           250,296                  -             (79,008)
                                     ------------------ ------------------ ------------------ ------------------ -------------------
Balance March 31, 2002                      13,570,188        $84,646,289                $ -       $ (4,503,068)       $ 80,143,221
                                     ================== ================== ================== ================== ===================
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                       2002                2001
                                                            ----                ----
<S>                                                           <C>                <C>
Net (loss) income                                             $ (79,008)         $ 4,225,174
Adjustments to reconcile net income (loss) to cash
   provided by operating activities:
   Gain on sales of assets                                       16,455           (1,784,650)
   Depreciation and amortization                              6,025,093            7,135,418
   Provision for doubtful accounts                              400,000                    -
   Changes in operating assets and liabilities:
      Accounts receivable                                      (358,422)           1,275,684
      Other assets                                                7,500                7,500
      Accounts payable, Managing Member                         376,446              (82,842)
      Accounts payable, other                                  (420,983)            (129,563)
      Accrued interest expense                                   61,432              (52,456)
      Unearned lease income                                     615,029              334,182
                                                      ------------------ --------------------
Net cash provided by operations                               6,643,542           10,928,447
                                                      ------------------ --------------------

Investing activities:
Reduction of net investment in direct financing leases          409,321              204,900
Proceeds from sales of assets                                    76,050            8,555,262
Purchases of equipment on operating leases                            -          (27,625,407)
Purchases of equipment on direct financing leases                     -             (174,207)
Payments of initial direct costs to managing member                   -             (107,990)
                                                      ------------------ --------------------
Net cash provided by (used in) investing activities             485,371          (19,147,442)
                                                      ------------------ --------------------

Financing activities:
Repayments of long-term debt                                 (8,804,000)          (4,253,000)
Proceeds of long-term debt                                    3,900,000            8,000,000
Borrowings on line of credit                                  3,800,000           11,223,497
Repayments of line of credit                                 (3,500,000)                   -
Distributions to other members                               (3,086,981)          (3,097,000)
Distributions to managing member                               (250,296)            (250,320)
Repayments of non-recourse debt                                       -           (1,027,687)
                                                      ------------------ --------------------
Net cash (used in) provided by financing activities          (7,941,277)          10,595,490
                                                      ------------------ --------------------

Net (decrease) increase in cash and cash equivalents           (812,364)           2,376,495

Cash and cash equivalents at beginning of period              2,269,137            2,484,785
                                                      ------------------ --------------------
Cash and cash equivalents at end of period                  $ 1,456,773          $ 4,861,280
                                                      ================== ====================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $ 1,662,802          $ 3,513,089
                                                      ================== ====================
</TABLE>


                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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.

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 and         Reclass-          Balance
                                       December 31,                          Amortization      ifications and      March 31,
                                           2001             Additions          of Leases        Dispositions          2002
                                           ----             ---------          ---------        ------------          ----
<S>                                       <C>                         <C>       <C>                   <C>            <C>
Net investment in operating
   leases                                 $157,746,886                $ -       $ (5,938,328)         $ (93,273)     $ 151,715,285
Net investment in direct financing
   leases                                   14,181,674                  -           (409,321)              (212)        13,772,141
Assets held for sale or lease                6,055,819                  -                  -                980          6,056,799
Initial direct costs                         1,015,360                  -            (86,765)                 -            928,595
                                     ------------------ ------------------ ------------------ ------------------ ------------------
                                          $178,999,739                $ -       $ (6,434,414)         $ (92,505)     $ 172,472,820
                                     ================== ================== ================== ================== ==================
</TABLE>




                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                    Balance                              Reclass-            Balance
                                 December 31,       Additions and     ifications and        March 31,
                                     2001           Depreciation       Dispositions            2002
                                     ----           ------------       ------------            ----
<S>                                 <C>               <C>                    <C>              <C>
Transportation, rail                $ 37,626,277      $           -          $       -        $  37,626,277
Manufacturing                         49,700,638                  -                  -           49,700,638
Aircraft                              38,535,439                  -                  -           38,535,439
Transportation, other                 23,438,156                  -                  -           23,438,156
Containers                            21,228,750                  -                  -           21,228,750
Natural gas compressors               14,051,601                  -                  -           14,051,601
Other                                 12,731,780                  -           (178,918)          12,552,862
Materials handling                     7,710,415                  -                  -            7,710,415
Marine vessel                          3,952,500                  -                  -            3,952,500
                               ------------------ ------------------ ------------------ --------------------
                                     208,975,556                  -           (178,918)         208,796,638
Less accumulated depreciation        (51,228,670)        (5,938,328)            85,645          (57,081,353)
                               ------------------ ------------------ ------------------ --------------------
                                    $157,746,886       $ (5,938,328)        $  (93,273)       $ 151,715,285
                               ================== ================== ================== ====================
</TABLE>

Direct financing leases:

As of March 31, 2002,  investment in direct  financing  leases  consists  office
automation equipment,  point of sale equipment, over the road trailers and hotel
laundry  equipment.   The  following  lists  the  components  of  the  Company's
investment in direct financing leases as of March 31, 2002:

Total minimum lease payments receivable                            $11,494,365
Estimated residual values of leased equipment (unguaranteed)         4,785,672
                                                             ------------------
Investment in direct financing leases                               16,280,037
Less unearned income                                                (2,507,896)
                                                             ------------------
Net investment in direct financing leases                          $13,772,141
                                                             ==================

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



                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 2002, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                                Direct
                                            Operating          Financing
                                             Leases             Leases              Total
<S>                                           <C>                <C>                <C>
  Nine months ending December 31, 2002        $23,145,024        $ 2,635,412        $25,780,436
         Year ending December 31, 2003         25,176,885          2,948,178         28,125,063
                                  2004         15,717,941          1,989,108         17,707,049
                                  2005         11,389,500          1,901,705         13,291,205
                                  2006          7,222,444          1,677,533          8,899,977
                            Thereafter          9,209,492            342,429          9,551,921
                                        ------------------ ------------------ ------------------
                                              $91,861,286        $11,494,365       $103,355,651
                                        ================== ================== ==================
</TABLE>


4.  Non-recourse debt:

At March 31,  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>
 Nine months ending December 31, 2002     $      312,109          $ 433,813          $ 745,922
        Year ending December 31, 2003            397,915            483,617            881,532
                                 2004          4,425,556            170,437          4,595,993
                                 2005            418,256             77,737            495,993
                                 2006            461,128             34,866            495,994
                                       ------------------ ------------------ ------------------
                                             $ 6,014,964        $ 1,200,470        $ 7,215,434
                                       ================== ================== ==================
</TABLE>



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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 (1.78273% at March 31, 2002).  As of March 31, 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 March 31,
2002,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$80,465,000, 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            March 31,        Interest Swap
          Date Borrowed        Borrowed             2002             Agreement
          -------------        --------             ----             ---------
           11/11/1999            $20,000,000        $ 9,119,000        6.84%
           12/21/1999             20,000,000         16,194,000        7.41%
           12/24/1999             25,000,000         12,968,000        7.44%
            4/17/2000              6,500,000          4,606,000        7.45%
            4/28/2000              1,900,000            987,000        7.72%
            8/3/2000              19,000,000         14,393,000        7.50%
           10/31/2000              7,500,000          5,557,000        7.13%
            1/29/2001              8,000,000          6,307,000        5.91%
            6/1/2001               2,000,000          1,385,000        5.04%
            9/1/2001               9,000,000          5,096,000        4.35%
            1/31/2002              3,900,000          3,853,000        3.60%
                           ------------------ ------------------
                                $122,800,000        $80,465,000
                           ================== ==================









                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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>
  Nine months ending December 31, 2002        $17,722,000        $ 3,719,745        $21,441,745   6.842% - 6.861%
         Year ending December 31, 2003         21,043,000          3,625,609         24,668,609   6.862% - 6.898%
                                  2004         15,092,000          2,383,230         17,475,230   6.892% - 6.957%
                                  2005         11,351,000          1,496,883         12,847,883   6.980% - 7.131%
                                  2006          6,950,000            873,424          7,823,424   7.162% - 7.196%
                                  2007          4,701,000            439,685          5,140,685   7.108% - 7.164%
                                  2008          3,025,000            169,486          3,194,486   6.885% - 7.159%
                                  2009            581,000              9,149            590,149   6.248% - 6.264%
                                        ------------------ ------------------ ------------------
                                              $80,465,000        $12,717,211        $93,182,211
                                        ================== ================== ==================
</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 (1.78273% at March 31, 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  services to the Company.
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  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 services in
the same geographic location and are reimbursable in accordance with the Limited
Liability Company Operating Agreement.

The  Managing   Member   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Liability Company Agreement as follows:

                                               2002                2001
                                               ----                ----
Costs reimbursed to Managing Member              $ 514,608            $ 241,272
Asset management fees to Managing Member           417,414              602,965
                                         ------------------ --------------------
                                                 $ 932,022            $ 844,237
                                         ================== ====================


                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                 $         2,800,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                16,500,000
                                                           ---------------------
Total borrowings under the acquisition facility                      19,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                           5,235,045
                                                           ---------------------
Total outstanding balance                                   $        24,535,045
                                                           =====================

Total available under the line of credit                    $        62,000,000
Total outstanding balance                                           (24,535,045)
                                                           ---------------------
Remaining availability                                      $        37,464,955
                                                           =====================

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 Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2002.





                                       11
<PAGE>

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

Capital Resources and Liquidity

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

During  the  funding  period,  the  Company's  primary  source of  liquidity  is
subscription  proceeds from the public  offering of Units.  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  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                 $         2,800,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                16,500,000
                                                           ---------------------
Total borrowings under the acquisition facility                      19,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                           5,235,045
                                                           ---------------------
Total outstanding balance                                   $        24,535,045
                                                           =====================

Total available under the line of credit                    $        62,000,000
Total outstanding balance                                           (24,535,045)
                                                           ---------------------
Remaining availability                                      $        37,464,955
                                                           =====================

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 Partnership and the General
Partner.

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 Limited Partners.

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.



                                       12
<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
March 31, 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  quarters of 2002 and 2001,  the  Company's  primary  source of
liquidity was rents from operating leases.

In 2002 and 2001,  the  primary  source of cash from  operations  was rents from
operating leases.  Operating leases are expected to remain as the primary source
of cash from operations in future periods.

In 2002, rents from direct financing leases were the primary source of cash from
investing  activities.  In 2001,  the Company  sold a large rail car fleet.  The
proceeds from that sale  constituted  the primary  source of cash from investing
activities in 2001. In 2001, uses of cash for investing  activities consisted of
cash used to purchase  operating and direct  financing lease assets and payments
of initial direct costs associated with the lease asset purchases. There were no
investing uses of cash in 2002.

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


Results of operations

Operations  resulted in a net loss of $79,008 in 2002  compared to net income of
$4,225,174 in 2001 . In 2002 and 2001, the Company's  primary source of revenues
was from operating leases. Depreciation is related to operating lease assets and
thus,  to operating  lease  revenues.  It has decreased as a result of operating
lease asset sales over the last year.

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. The decrease
is a direct result of the decreases in lease revenues.

Interest  expense has decreased from $3,565,545 in 2001 to $1,601,370 in 2002 as
a result of  decreased  debt  balances in 2002  compared to those in  2001.Since
March 31,  2001,  more of the  Company's  debt has been  under  the  receivables
funding program.  The interest rates on this program are considerably lower than
those on the bank line of credit  and on  non-recourse  debt.  This shift to the
receivables  funding program has also helped to reduce interest expense compared
to 2001.







                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material  legal  proceedings  are  currently  pending  against the Company or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving the Company,  but which do not represent claims against the Company or
its assets.

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 is expected to be
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.

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,

          March 31, 2002 and December 31, 2001.

          Statement of  operations  for the three month  periods ended March 31,
          2002 and 2001.

          Statement of changes in  partners'  capital for the three month period
          ended March 31, 2002.

          Statements  of cash flows for the three month  periods ended March 31,
          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


                                       14
<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:
May 13, 2002

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



      By: ATEL Financial Corporation
          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
          Principal financial officer
          of registrant




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

                                       15
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