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, 2001

              |_|     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, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)


                                     ASSETS

                                                 2001               2000
                                                 ----               ----
Cash and cash equivalents                        $ 4,861,280       $ 2,484,785
Accounts receivable                                4,063,885         5,339,569
Other assets                                         107,500           115,000
Investments in leases                            204,689,972       190,893,298
                                           ------------------ -----------------
Total assets                                    $213,722,637      $198,832,652
                                           ================== =================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                   $90,415,000       $86,668,000
Non-recourse debt                                  6,298,057         7,325,744
Line of credit                                    11,223,497                 -

Accounts payable:
   Managing Member                                   612,706           695,548
   Other                                             356,332           485,895

Accrued interest payable                             215,367           267,823

Unearned operating lease income                    2,385,323         2,051,141
                                           ------------------ -----------------
Total liabilities                                111,506,282        97,494,151
Members' capital:
     Managing member                                       -                 -
     Other members                               102,216,355       101,338,501
                                           ------------------ -----------------
Total members' capital                           102,216,355       101,338,501
                                           ------------------ -----------------
Total liabilities and members' capital          $213,722,637      $198,832,652
                                           ================== =================

                             See accompanying notes.


                                        3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                 2001               2000
                                                          ----               ----
   Leasing activities:
<S>                                                       <C>               <C>
      Operating leases                                    $13,818,603       $ 5,732,031
      Direct financing leases                                 260,626           133,916
      Gain on sales of assets                               1,784,650             1,453
Interest                                                       81,171            34,584
Other                                                          16,603               810
                                                    ------------------ -----------------
                                                           15,961,653         5,902,794
Expenses:
Depreciation and amortization                               7,135,418         4,726,422
Interest expense                                            3,565,545         1,522,340
Asset management fees to Managing Member                      602,965           302,452
Cost reimbursements to Managing Member                        241,272           235,952
Professional fees                                             129,924                 -
Other                                                          61,355            23,384
                                                    ------------------ -----------------
                                                           11,736,479         6,810,550
                                                    ------------------ -----------------
Net income (loss)                                         $ 4,225,174        $ (907,756)
                                                    ================== =================

Net income (loss):
   Managing member                                          $ 250,320       $ 4,225,174
   Other members                                            3,974,854        (5,132,930)
                                                    ------------------ -----------------
                                                          $ 4,225,174        $ (907,756)
                                                    ================== =================

Net income (loss) per Limited Liability Company Unit           $ 0.29           $ (0.61)
Weighted average number of Units outstanding               13,570,188         8,414,352
</TABLE>

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Other Members                 Managing
                                     -------------
                                Units             Amount            Member             Total

<S>                              <C>             <C>                         <C>      <C>
Balance December 31, 2000        13,570,188      $101,338,501                $ -      $101,338,501
Distributions to members                           (3,097,000)          (250,320)       (3,347,320)
Net income (loss)                                   3,974,854            250,320         4,225,174
                          ------------------ ----------------- ------------------ -----------------
Balance March 31, 2001           13,570,188      $102,216,355                $ -      $102,216,355
                          ================== ================= ================== =================
</TABLE>
                             See accompanying notes.


                                        4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                       2001               2000
                                                            ----               ----
<S>                                                         <C>                <C>
Net income (loss)                                           $ 4,225,174        $ (907,756)
Adjustments to reconcile net income (loss) to cash
   provided by operating activities:
   Gain on sales of assets                                   (1,784,650)           (1,453)
   Depreciation and amortization                              7,135,418         4,726,422
   Changes in operating assets and liabilities:
      Accounts receivable                                     1,275,684           885,678
      Other assets                                                7,500             7,500
      Accounts payable, Managing Member                         (82,842)           27,300
      Accounts payable, other                                  (129,563)          420,862
      Accrued interest expense                                  (52,456)           91,461
      Unearned lease income                                     334,182           455,925
                                                      ------------------ -----------------
Net cash provided by operations                              10,928,447         5,705,939
                                                      ------------------ -----------------

Investing activities:
Purchases of equipment on operating leases                  (27,625,407)       (5,620,336)
Proceeds from sales of assets                                 8,555,262             9,520
Reduction of net investment in direct financing leases          204,900           472,343
Payments of initial direct costs to managing member            (107,990)         (334,247)
Purchases of equipment on direct financing leases              (174,207)         (220,012)
                                                      ------------------ -----------------
Net cash used in investing activities                       (19,147,442)       (5,692,732)
                                                      ------------------ -----------------

Financing activities:
Repayments of line of credit                                          -        (7,500,000)
Borrowings on line of credit                                 11,223,497         2,000,000
Proceeds of long-term debt                                    8,000,000                 -
Repayments of long-term debt                                 (4,253,000)       (1,914,000)
Repayments of non-recourse debt                              (1,027,687)       (1,107,396)
Distributions to other members                               (3,097,000)       (1,944,832)
Distributions to managing member                               (250,320)         (357,211)
Capital contributions received                                        -        13,662,000
Payment of syndication costs to managing member                       -        (1,804,139)
                                                      ------------------ -----------------
Net cash provided by financing activities                    10,595,490         1,034,422
                                                      ------------------ -----------------

Net increase in cash and cash equivalents                     2,376,495         1,047,629

Cash and cash equivalents at beginning of period              2,484,785         3,973,342
                                                      ------------------ -----------------
Cash and cash equivalents at end of period                  $ 4,861,280       $ 5,020,971
                                                      ================== =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $ 3,513,089       $ 1,613,801
                                                      ================== =================
</TABLE>
                             See accompanying notes.


                                        5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 and         Reclass-           Balance
                                          December 31,                         Amortization     ifications and       March 31,
                                              2000            Additions         of Leases        Dispositions           2001
                                              ----            ---------         ---------        ------------           ----
<S>                                         <C>                 <C>              <C>                <C>               <C>
Net investment in operating leases          $173,395,247        $27,625,407      $ (7,042,662)      $ (6,490,187)     $187,487,805
Net investment in direct financing
   leases                                     16,253,263            174,207          (204,900)          (243,504)       15,979,066
Initial direct costs                           1,244,788            107,990           (92,756)           (36,921)        1,223,101
                                        ----------------- ------------------ ----------------- ------------------ -----------------
                                            $190,893,298        $27,907,604      $ (7,340,318)      $ (6,770,612)     $204,689,972
                                        ================= ================== ================= ================== =================
</TABLE>




                                        6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (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,
                                     2000           Depreciation      Dispositions           2001
                                     ----           ------------      ------------           ----
<S>                               <C>                <C>                 <C>               <C>
Transportation, rail              $ 39,634,498       $ 16,523,854        $ (6,782,075)     $ 49,376,277
Manufacturing                        48,027,279           533,851                   -        48,561,130
Aircraft                             31,614,874         6,920,565                   -        38,535,439
Transportation, other                23,583,472                 -            (144,316)       23,439,156
Containers                           21,228,750                 -                   -        21,228,750
Natural gas compressors              14,045,134             6,467                   -        14,051,601
Other                                12,711,963         1,027,323          (1,018,422)       12,720,864
Materials handling                    5,858,081         2,613,347                   -         8,471,428
Marine vessel                         4,314,031                 -                   -         4,314,031
                               ------------------ ----------------- ------------------ -----------------
                                   201,018,082         27,625,407          (7,944,813)      220,698,676
Less accumulated depreciation      (27,622,835)        (7,042,662)          1,454,626       (33,210,871)
                               ------------------ ----------------- ------------------ -----------------
                                  $173,395,247       $ 20,582,745        $ (6,490,187)     $187,487,805
                               ================== ================= ================== =================
</TABLE>

Direct financing leases:

As of March 31, 2001,  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, 2001:

Total minimum lease payments receivable                           $14,529,379
Estimated residual values of leased equipment (unguaranteed)        4,836,824
                                                            ------------------
Investment in direct financing leases                              19,366,203
Less unearned income                                               (3,387,137)
                                                            ------------------
Net investment in direct financing leases                         $15,979,066
                                                            ==================

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, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 2001, the aggregate amounts of future minimum lease payments are as
follows:

                                                 Direct
           Year ending      Operating         Financing
          December 31,       Leases             Leases             Total
          ------------       ------             ------             -----
                  2001        $25,835,431       $ 2,863,965        $28,699,396
                  2002         31,196,489         3,056,394         34,252,883
                  2003         24,910,294         2,749,336         27,659,630
                  2004         15,446,091         1,938,018         17,384,109
                  2005         11,080,700         1,901,704         12,982,404
            Thereafter         15,973,149         2,019,962         17,993,111
                        ------------------ ----------------- ------------------
                             $124,442,154       $14,529,379       $138,971,533
                        ================== ================= ==================



4.  Non-recourse debt:

At March 31,  2001,  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 14.0%.  The notes are secured by
assignments of lease payments and pledges of assets.  The notes mature from 2001
through 2004.

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

      Year ending
      December 31,        Principal          Interest            Total
      ------------        ---------          --------            -----
                2001          $ 283,092         $ 462,830          $ 745,922
                2002            312,109           515,608            827,717
                2003            397,915           483,017            880,932
                2004          4,425,556           170,437          4,595,993
                2005            418,256            77,737            495,993
          Thereafter            461,129            34,866            495,995
                      ------------------ ----------------- ------------------
                            $ 6,298,057       $ 1,744,495        $ 8,042,552
                      ================== ================= ==================



                                        8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 (5.74571% at March 31, 2001).

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,
2001,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$90,415,000, based on the difference between nominal rates ranging from 5.91% to
7.50% 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         December 31,      Interest Swap
      Date Borrowed           Borrowed                            Agreement
      -------------           --------                            ---------
        11/11/1999             $20,000,000        $13,868,000       6.840%
        12/21/1999              20,000,000         17,956,000       7.410%
        12/24/1999              25,000,000         19,169,000       7.440%
        4/17/2000                6,500,000          5,636,000       7.450%
        4/28/2000                1,900,000          1,498,000       7.720%
         8/3/2000               19,000,000         17,270,000       7.500%
        10/31/2000               7,500,000          6,950,000       7.130%
        1/29/2001                8,000,000          8,068,000       5.910%
                          ----------------- ------------------
                              $107,900,000        $90,415,000
                          ================= ==================

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

      Year ending
      December 31,          Principal          Interest            Total
      ------------          ---------          --------            -----
                  2001        $14,966,000       $ 4,432,684        $19,398,684
                  2002         20,066,000         4,652,870         24,718,870
                  2003         17,871,000         3,276,353         21,147,353
                  2004         12,252,000         2,164,661         14,416,661
                  2005          8,404,000         1,398,583          9,802,583
            Thereafter         16,856,000         1,403,642         18,259,642
                        ------------------ ----------------- ------------------
                              $90,415,000       $17,328,793       $107,743,793
                        ================== ================= ==================



                                        9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


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:

<TABLE>
<CAPTION>
                                                                                      2001               2000
                                                                                      ----               ----
<S>                                                                                     <C>               <C>
Asset management fees to Managing Member                                                $ 602,965         $ 302,452
Costs reimbursed to Managing Member                                                       241,272           235,952
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                                         -         1,297,890
Reimbursement of other syndication costs to Managing Member                                     -           506,249
                                                                                ------------------ -----------------
                                                                                        $ 844,237       $ 2,342,543
                                                                                ================== =================
</TABLE>


                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


7. Member's capital:

As  of  March  31,  2001,   13,570,188  Units  ($135,701,880)  were  issued  and
outstanding.  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  $62,000,000   revolving  credit  agreement  with  a  group  of  financial
institutions  which  expires  on April  12,  2002.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  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 Affiliates, the Company and the Managing Member.

At March 31, 2001, the Company had  borrowings of $11,223,497  under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower. The Company was in compliance with its covenants as of March 31, 2001.




                                       11
<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 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 Company  participates with the Managing Member and certain of its affiliates
in a $62,000,000 revolving line of credit with a financial institution. The line
of credit expires on April 12, 2002.

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.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$3,300,000 as of March 31, 2001.

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 quarter of 2001, the Company's  primary source of liquidity was
rents from  operating  leases.  During the first quarter of 2000,  the Company's
primary source of liquidity was the proceeds of its offering of Units.

In 2001 and 2000,  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.



                                       12
<PAGE>

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
2000,  rents from direct  financing  leases were the primary source of cash from
investing  activities.  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.

In 2001,  the only sources of cash from  financing  activities  were  borrowings
under the line of credit and proceeds of long-term  debt.  In 2000,  the primary
source of cash from  financing  activities  was the  proceeds  of the  Company's
public offering of Units of Limited Liability  Company interest.  Financing uses
of cash included  payments of syndication  costs  associated  with the offering,
repayments of debt and distributions to the members.


Results of operations

Operations  resulted in net income of  $4,225,174 in 2001 compared to a net loss
of $907,756 in 2000. In 2001 and 2000, 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 increased as a result of operating
lease asset acquisitions 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. As assets are
acquired,  lease rents are collected and  distributions are made to the members,
these fees are expected to increase.

Interest  expense has increased from $1,522,340 in 2000 to $3,565,545 in 2001 as
a result of increased debt balances in 2001 compared to those in 2000.







                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                        (a)Documents filed as a part of this report

                        1.  Financial Statements

                            Included in Part I of this report:

                            Balance  Sheets,  March 31,  2001 and  December  31,
                              2000.

                            Statement of operations  for the three month periods
                              ended March 31, 2001 and 2000.

                            Statement of changes in  partners'  capital  for the
                              three month period ended March 31, 2001.

                            Statements of cash flows for the three month periods
                              ended March 31, 2001 and 2000.

                            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 11, 2001

                      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
<PAGE>