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, 2003

         |_|    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.)

     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

        Securities registered pursuant to section 12(b) of the Act: None
        Securities registered pursuant to section 12(g) of the Act: None

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 |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

The number of Limited  Partnership  Units  outstanding  as of March 31, 2003 was
13,570,188

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None




                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                 BALANCE SHEETS

                      MARCH 31, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS


                                               2003                2002
                                               ----                ----
Cash and cash equivalents                      $ 1,054,517          $ 2,263,479
Accounts receivable, net of allowance for
   doubtful accounts of $260,115 in 2003
   and $516,365 in 2002                          3,120,412            1,874,311
Due from Managing Member                                 -              171,119
Other assets                                        47,500               55,000
Investments in equipment and leases            139,614,152          149,100,763
                                         ------------------ --------------------
Total assets                                  $143,836,581        $ 153,464,672
                                         ================== ====================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                 $57,491,000         $ 62,912,000
Non-recourse debt                                5,702,855            5,702,855
Line of credit                                  12,600,000           10,600,000

Accounts payable:
   Managing Member                                 260,648                    -
   Other                                           672,300              697,720

Accrued interest payable                           124,330               96,179

Interest rate swap contracts                     5,070,512            5,381,342

Unearned operating lease income                  1,794,206            1,547,813
                                         ------------------ --------------------
Total liabilities                               83,715,851           86,937,909

Members' capital                                60,120,730           66,526,763
                                         ------------------ --------------------
Total liabilities and members' capital        $143,836,581        $ 153,464,672
                                         ================== ====================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
Revenues:                                                  2003                2002
                                                           ----                ----
Leasing activities:
<S>                                                        <C>                  <C>
   Operating leases                                        $ 7,378,891          $ 8,690,358
   Direct financing leases                                     172,311              216,017
   Gain (loss) on sales of assets                              154,414              (16,455)
Interest                                                         2,012                5,989
Other                                                           17,696              175,768
                                                     ------------------ --------------------
                                                             7,725,324            9,071,677
Expenses:
Depreciation and amortization                                5,430,967            6,025,093
Interest expense                                             2,022,644            1,601,370
Impairment losses                                            1,910,861                    -
Railcar maintenance                                            672,087                    -
Cost reimbursements to Managing Member                         656,763              514,608
Asset management fees to Managing Member                       300,571              417,414
Provision for (recovery of) doubtful accounts                 (200,000)             400,000
Professional fees                                              181,096               56,545
Other                                                          130,036              135,655
                                                     ------------------ --------------------
                                                            11,105,025            9,150,685
                                                     ------------------ --------------------
Net loss                                                  $ (3,379,701)           $ (79,008)
                                                     ================== ====================

Net (loss) income:
   Managing member                                           $ 250,287            $ 250,296
   Other members                                            (3,629,988)            (329,304)
                                                     ------------------ --------------------
                                                          $ (3,379,701)           $ (79,008)
                                                     ================== ====================

Net loss per Limited Liability Company Unit                    $ (0.27)             $ (0.02)
Weighted average number of Units outstanding                13,570,188           13,570,188
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                Accumulated
                                                                                                   Other
                                               Other Members                  Managing         Comprehensive
                                               -------------
                                          Units             Amount             Member          Income (Loss)           Total

<S>                                        <C>               <C>                   <C>            <C>                  <C>
Balance December 31, 2002                  13,570,188        $71,908,105           $      -       $ (5,381,342)        $ 66,526,763
Distributions to members                            -         (3,086,875)          (250,287)                 -           (3,337,162)
Unrealized decrease in value of
   interest rate swap contracts                     -                  -                  -            310,830              310,830
Net income (loss)                                   -         (3,629,988)           250,287                  -           (3,379,701)
                                    ------------------ ------------------ ------------------ ------------------ --------------------
Balance March 31, 2003                     13,570,188        $65,191,242           $      -       $ (5,070,512)        $ 60,120,730
                                    ================== ================== ================== ================== ====================
</TABLE>





                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                 2003                2002
                                                                                 ----                ----
Operating activities:
<S>                                                                             <C>                     <C>
Net loss                                                                        $ (3,379,701)           $ (79,008)
Adjustments to reconcile net loss to cash provided by operating activities:
   (Gain) loss on sales of assets                                                   (154,414)              16,455
   Depreciation and amortization                                                   5,430,967            6,025,093
   Impairment losses                                                               1,910,861                    -
   Provision for (recovery of) doubtful accounts                                    (200,000)             400,000
   Changes in operating assets and liabilities:
      Accounts receivable                                                         (1,046,101)            (358,422)
      Due from Managing Member                                                       171,119                    -
      Other assets                                                                     7,500                7,500
      Accounts payable, Managing Member                                              260,648              376,446
      Accounts payable, other                                                        (25,420)            (420,983)
      Accrued interest expense                                                        28,151               61,432
      Unearned lease income                                                          246,393              615,029
                                                                           ------------------ --------------------
Net cash provided by operations                                                    3,250,003            6,643,542
                                                                           ------------------ --------------------

Investing activities:
Reduction of net investment in direct financing leases                               278,040              409,321
Proceeds from sales of assets                                                      2,021,157               76,050
                                                                           ------------------ --------------------
Net cash provided by investing activities                                          2,299,197              485,371
                                                                           ------------------ --------------------

Financing activities:
Repayments of long-term debt                                                      (5,421,000)          (8,804,000)
Proceeds of long-term debt                                                                 -            3,900,000
Borrowings on line of credit                                                       3,900,000            3,800,000
Repayments of line of credit                                                      (1,900,000)          (3,500,000)
Distributions to other members                                                    (3,086,875)          (3,086,981)
Distributions to managing member                                                    (250,287)            (250,296)
                                                                           ------------------ --------------------
Net cash used in financing activities                                             (6,758,162)          (7,941,277)
                                                                           ------------------ --------------------

Net decrease in cash and cash equivalents                                         (1,208,962)            (812,364)

Cash and cash equivalents at beginning of period                                   2,263,479            2,269,137
                                                                           ------------------ --------------------
Cash and cash equivalents at end of period                                       $ 1,054,517          $ 1,456,773
                                                                           ================== ====================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                         $ 1,994,493          $ 1,662,802
                                                                           ================== ====================
</TABLE>
                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.  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 financial statements and notes
thereto  contained  in the report on Form 10-K for the year ended  December  31,
2002, filed with the Securities and Exchange Commission.


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.

ATEL Financial Services,  LLC, an affiliated entity, acts as the Managing Member
of the Company.


3.  Investment in equipment and leases:

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

<TABLE>
<CAPTION>
                                                                            Depreciation
                                         Balance                             Expense and         Reclass-             Balance
                                      December 31,        Impairment        Amortization      ifications and         March 31,
                                          2002              Losses            of Leases        Dispositions            2003
                                          ----              ------            ---------        ------------            ----
<S>                                      <C>                <C>                <C>                 <C>                <C>
Net investment in operating
   leases                                $119,404,269       $ (1,910,861)      $ (5,336,930)       $ 5,081,817        $ 117,238,295
Net investment in direct
   financing leases                        11,233,604                  -           (278,040)           (10,616)          10,944,948
Assets held for sale or lease              20,401,035                  -                  -         (9,550,444)          10,850,591
Reserves for losses                        (2,612,500)                 -                  -          2,612,500                    -
Initial direct costs, net of
   accumulated amortization of
   $1,169,724 in 2003 and
   $1,075,687 in 2002                         674,355                  -            (94,037)                 -              580,318
                                    ------------------ ------------------ ------------------ ------------------ --------------------
                                         $149,100,763       $ (1,910,861)      $ (5,709,007)      $ (1,866,743)       $ 139,614,152
                                    ================== ================== ================== ================== ====================
</TABLE>


                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


3.  Investment in equipment and leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                         Balance                                                 Reclass-             Balance
                                      December 31,        Impairment        Depreciation      ifications and         March 31,
                                          2002              Losses             Expense         Dispositions            2003
                                          ----              ------             -------         ------------            ----
<S>                                      <C>                <C>                <C>               <C>                  <C>
Manufacturing                            $ 49,700,635       $          -       $          -      $ (3,611,588)        $  46,089,047
Transportation, rail                       21,054,669                  -                  -         12,618,467           33,673,136
Aircraft                                   32,810,139                  -                  -                  -           32,810,139
Transportation, other                      23,438,156                  -                  -           (135,378)          23,302,778
Containers                                 21,207,500                  -                  -                  -           21,207,500
Other                                      14,118,402                  -                  -            (20,150)          14,098,252
Natural gas compressors                    14,051,601                  -                  -                  -           14,051,601
Materials handling                          7,380,720                  -                  -                  -            7,380,720
                                    ------------------ ------------------ ------------------ ------------------ --------------------
                                          183,761,822                  -                  -          8,851,351          192,613,173
Less accumulated depreciation             (64,357,553)        (1,910,861)        (5,336,930)        (3,769,534)         (75,374,878)
                                    ------------------ ------------------ ------------------ ------------------ --------------------
                                         $119,404,269       $ (1,910,861)      $ (5,336,930)       $ 5,081,817        $ 117,238,295
                                    ================== ================== ================== ================== ====================
</TABLE>

Direct financing leases:

As of March 31, 2003,  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, 2003:

Total minimum lease payments receivable                             $ 8,184,301
Estimated residual values of leased equipment (unguaranteed)          4,499,906
                                                              ------------------
Investment in direct financing leases                                12,684,207
Less unearned income                                                 (1,739,259)
                                                              ------------------
Net investment in direct financing leases                           $10,944,948
                                                              ==================

All of the property on leases was acquired in 1999, 2000, 2001 and 2002.



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


3.  Investment in equipment and leases (continued):

At March 31, 2003, 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, 2003        $20,049,697        $ 2,074,142        $22,123,839
       Year ending December 31, 2004         17,169,912          2,063,877         19,233,789
                                2005         12,661,977          1,976,474         14,638,451
                                2006          8,480,604          1,727,379         10,207,983
                                2007          6,497,324            293,628          6,790,952
                          Thereafter          5,240,177             48,801          5,288,978
                                      ------------------ ------------------ ------------------
                                            $70,099,691        $ 8,184,301        $78,283,992
                                      ================== ================== ==================
</TABLE>


4.  Non-recourse debt:

At March 31,  2003,  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 2003
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, 2003          $ 397,915          $ 401,822          $ 799,737
       Year ending December 31, 2004          4,425,556            170,437          4,595,993
                                2005            418,256             77,737            495,993
                                2006            461,128             34,865            495,993
                                      ------------------ ------------------ ------------------
                                            $ 5,702,855          $ 684,861        $ 6,387,716
                                      ================== ================== ==================
</TABLE>



                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (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 (1.3447% at March 31, 2003).  As of March 31, 2002,  the
Program was closed as to any 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,
2003,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$57,491,000, 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             2003             Agreement
       -------------        --------             ----             ---------
         11/11/99             $20,000,000        $ 5,220,000        6.84%
         12/21/99              20,000,000         14,309,000        7.41%
         12/24/99              25,000,000          7,007,000        7.44%
          4/17/00               6,500,000          3,501,000        7.45%
          4/28/00               1,900,000            483,000        7.72%
          8/3/00               19,000,000         11,308,000        7.50%
         10/31/00               7,500,000          4,069,000        7.13%
          1/29/01               8,000,000          4,449,000        5.91%
          6/1/01                2,000,000            567,000        5.04%
          9/1/01                9,000,000          3,692,000        4.35%
          1/31/02               3,900,000          2,886,000        3.60%
                        ------------------ ------------------
                             $122,800,000        $57,491,000
                        ================== ==================









                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


5.  Other long-term debt (continued):

Other  long-term debt borrowings  mature from 2003 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>
Nine months ending December 31, 2003        $15,652,000        $ 2,592,673        $18,244,673     6.861%-6.901%
       Year ending December 31, 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%
                                      ------------------ ------------------ ------------------
                                            $57,491,000        $ 7,997,563        $65,488,563
                                      ================== ================== ==================
</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 (1.3447% at March 31, 2003).


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.

During the three  month  periods  ended March 31,  2003 and 2002,  the  Managing
Member and/or Affiliates earned fees,  commissions and reimbursements,  pursuant
to the Limited Liability Company Agreement as follows:

                                               2003                2002
                                               ----                ----
Costs reimbursed to Managing Member              $ 656,763            $ 514,608
Asset management fees to Managing Member           300,571              417,414
                                         ------------------ --------------------
                                                 $ 957,334            $ 932,022
                                         ================== ====================


                                       11
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


7.  Line of credit:

The Company  participates with the Managing Member and certain of its affiliates
in a $56,191,292  revolving line of credit (comprised of an acquisition facility
and a warehouse  facility) with a financial  institution  that includes  certain
financial  covenants.  The line of credit  expires on June 28, 2004. As of March
31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Company under the acquisition facility $     12,600,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                 4,600,000
                                                              ------------------
Total borrowings under the acquisition facility                      17,200,000
Amounts borrowed by the Managing Member and its sister
   corporation under the warehouse facility                                   -
                                                              ------------------
Total outstanding balance                                      $     17,200,000
                                                              ==================

Total available under the line of credit                       $     56,191,292
Total outstanding balance                                           (17,200,000)
                                                              ------------------
Remaining availability                                         $     38,991,292
                                                              ==================

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 Company and the Managing
Member.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower. The Company was in compliance with its covenants as of March 31, 2003.


8.  Other comprehensive income (loss):

For the three month periods ended March 31, 2003 and 2002, other comprehensive
income (loss) consisted of the following:

                                                    2003             2002
                                                    ----             ----
Net loss                                          $ (3,379,701)      $ (79,008)
Other comprehensive income:
Change in value of interest rate swap contracts        310,830         197,554
                                                --------------- ---------------
Comprehensive net income (loss)                   $ (3,068,871)      $ 118,546
                                                =============== ===============











                                       12
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which  are  not  historical  facts,  may  be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-Q.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

During the first quarters of 2003 and 2002, the Company's  primary  activity was
engaging in equipment leasing activities.

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 $56,191,292  revolving line of credit (comprised of an acquisition facility
and a warehouse  facility) with a financial  institution  that includes  certain
financial  covenants.  The line of credit  expires on June 28, 2004. As of March
31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Company under the acquisition facility $     12,600,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                 4,600,000
                                                              ------------------
Total borrowings under the acquisition facility                      17,200,000
Amounts borrowed by the Managing Member and its sister
   corporation under the warehouse facility                                   -
                                                              ------------------
Total outstanding balance                                      $     17,200,000
                                                              ==================

Total available under the line of credit                       $     56,191,292
Total outstanding balance                                           (17,200,000)
                                                              ------------------
Remaining availability                                         $     38,991,292
                                                              ==================

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  Company 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 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.  There were no such  commitments as of
March 31, 2003.

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.



                                       13
<PAGE>

Cash Flows

During the first  quarters of 2003 and 2002,  the  Company's  primary  source of
liquidity was rents from operating leases.

In the  first  quarters  of 2003 and  2002,  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 2003,  proceeds  from sales of assets was the primary
source of cash from investing  activities.  There were no investing uses of cash
in 2003 or in 2002.

In the first  quarters of 2003 and 2002, the only sources of cash from financing
activities  were  borrowings  under the line of credit and proceeds of long-term
debt  (2002  only).  Financing  uses  of  cash  included  repayments  of debt of
$7,321,000 and $12,304,000 in the first quarters of 2003 and 2002,  respectively
and  distributions  to other members of  $3,086,875  and  $3,086,981  and to the
Managing Member of $250,287 and $250,296 in the first quarters of 2003 and 2002,
respectively.  Repayments of debt for the quarter ended March 31, 2003 decreased
from the same period in the prior year as a result of the reduction in scheduled
repayments.

Results of operations

Operations  resulted in a net loss of  $3,379,701 in the quarter ended March 31,
2003  compared to $79,008 in the  quarter  ended  March 31,  2002.  In the first
quarters of 2003 and 2002,  the  Company's  primary  source of revenues was from
operating leases.  Operating lease rents have decreased in 2003 compared to 2002
as a result of three factors:  (1) a larger portion of the Company's assets were
off lease in the first quarter of 2003 than in 2002; (2) lease rates on renewals
entered  into  since 2002 were at lower  rates than those on the same  assets in
2002;  and (3) there  have been  sales of assets  over the last  twelve  months.
Depreciation  is related to operating  lease assets and thus, to operating lease
revenues.  Consequently,  depreciation  decreased from  $5,938,728 to $5,336,930
during  the  first  quarters  of 2002 and  2003,  respectively,  as a result  of
operating lease asset sales over the last year.

During the first quarter of 2003, the Company entered into negotiations relating
to the early  termination  of an aircraft lease and the sale of the asset to the
lessee.  The  negotiations  were concluded in early April 2003 and the asset was
sold. As a result,  an impairment loss related to the aircraft has been recorded
in the first quarter of 2003 in the amount of $1,910,861.  This provision is the
single  largest factor in the increase in the loss realized in the first quarter
of 2003 compared to 2002.  There were no similar  impairments  recognized in the
first quarter of 2002.

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
in asset  management fees from $417,414 to $300,571 during the first quarters of
2002 and  2003,  respectively,  is a direct  result  of the  decreases  in lease
revenues.

Interest  expense has increased  from  $1,601,370 in the quarter ended March 31,
2002 to $2,022,644  in the quarter  ended March 31, 2003.  Since March 31, 2002,
more of the Company's debt has been under the line of credit. The interest rates
on this program are  considerably  higher than those on the receivables  funding
program.  This  shift to the line of credit  has caused  increases  in  interest
expense, which have only partially been offset by overall reductions in debt.

In the quarter ended March 31,2003, the Company incurred $672,087 of maintenance
costs  relating to  railcars.  These costs were  incurred in order to be able to
place the railcars on a new lease. The costs did not increase the useful life of
the assets or increase  their value in the  marketplace.  No similar  costs were
incurred during the quarter ended March 31, 2002.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Company,  like most other  companies,  is exposed to certain  market  risks,
including primarily changes in interest rates. The Company believes its exposure
to other market risks,  including foreign currency exchange rate risk, commodity
risk and equity price risk, are insignificant to both its financial position and
results of operations.

In general,  the Company manages its exposure to interest rate risk by obtaining
fixed rate debt. The fixed rate debt is structured so as to match the cash flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction of the debt. Furthermore, the Company has historically been able to
maintain  a stable  spread  between  its cost of funds and lease  yields in both
periods  of  rising  and  falling  interest  rates.  Nevertheless,  the  Company
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate  line of  credit  is  repaid.  As of March  31,  2003,  there was
$12,600,000 outstanding on the floating rate line of credit.



                                       14
<PAGE>

Also, as described in Item 2 in the caption  "Capital  Resources and Liquidity,"
the Company entered into a receivables  funding facility in 1999. Since interest
on the outstanding balances under the facility varies, the Company is exposed to
market risks associated with changing interest rates. To hedge its interest rate
risk, the Company enters into interest rate swaps that  effectively  convert the
underlying interest characteristic on the facility from floating to fixed. Under
the swap agreements, the Company makes or receives variable interest payments to
or  from  the  counterparty  based  on a  notional  principal  amount.  The  net
differential  paid or received by the Company is  recognized as an adjustment to
interest expense related to the facility  balances.  The amount paid or received
represents  the  difference  between the  payments  required  under the variable
interest  rate  facility  and the  amounts  due under the  facility at the fixed
(hedged)  interest  rate. As of March 31, 2003,  borrowings on the facility were
$57,491,000 and the associated  variable interest rate was 1.3447%.  The average
fixed  interest rate achieved with the swap  agreements  was 6.861% at March 31,
2003.

Item 4.  Controls and procedures.

Internal Controls

As of March 31, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management,  including the CEO and CFO of the
Managing  Member,  of the  effectiveness  of the  design  and  operation  of the
Company's  disclosure  controls and procedures.  Based on that  evaluation,  the
Company's  management,  including  the  CEO  and  CFO  of the  Managing  Member,
concluded that the Company's  disclosure  controls and procedures were effective
as of March 31, 2003.  There have been no  significant  changes in the Company's
internal controls or in other factors that could  significantly  affect internal
controls subsequent to March 31, 2003.

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation  date, nor were there any significant  deficiencies
or material weaknesses in our internal controls.

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, an evaluation of the  effectiveness of the design and operation
of the  Company's  disclosure  controls  and  procedures,  as  defined  in Rules
240.13a-14(c)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this evaluation,  the CEO and CFO of the Managing
Member  concluded that, as of the evaluation  date, our disclosure  controls and
procedures were effective for the purposes of recording, processing, summarizing
and timely reporting  information  required to be disclosed by us in the reports
that we file under the Securities Exchange Act of 1934 and that such information
is  accumulated  and  communicated  to our  management  in order to allow timely
decisions regarding required disclosure.


                           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 was filed the
summer of 2002,  and an  unfavorable  ruling to the  Company  on the  motion was
handed down in the fourth quarter of 2002. A trial date for this matter had been
set for May 2003,  but was delayed  until  September  2003.  In March 2003,  the
Company settled with Emery for an amount equal to $1,300,000,  plus the value of
the aircraft. The Company is currently taking steps to remarket the aircraft.

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, where THE CIT Group/Equipment Financing, Inc.,
acting as agent for the  Company,  agreed to  "swap"  the  locomotive  unit with
Burlington Northern Santa Fe Corporation,  without first obtaining the Company's
consent to do so, as required by the agreement. An additional claim for holdover
rent was informally asserted.  A satisfactory  agreement for settlement has been
reached in this matter and payment of $483,653 in the settlement was received in
the first quarter of 2003.



                                       15
<PAGE>

Solectron:

This is a matter  whereby  the  Company  has  declared a lessee in  default  for
failure to pay rent in a timely manner, and for other various defaults.  A claim
was filed on August 29,  2002,  by the  Manager on behalf of the  Company in the
amount of  $13,332,328.  The lessee  filed a  counter-claim  against the Company
asserting  unfair  business  practices.  The  Company  believes  that  it  has a
reasonable basis for success of some, if not all, of its claims in this matter.

Ingersoll International:

At December  31,  2002,  the  Company had  commenced  action  against  Ingersoll
International  (the  "Lessee") as we had declared  them in default for making an
unauthorized assignment of part of the leased equipment.  Subsequent to December
31,  2002,  the  Company,  the  Lessee  and the  unauthorized  party  reached an
agreement  in  principal  to have  the  unauthorized  party  assume  the  lease.
Documents  have been  prepared by the Company and sent to the other  parties for
signature. This matter was resolved by March 31, 2003.

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, 2003 and
          December 31, 2002.

          Statements of  Operations  for the three month periods ended March 31,
          2003 and 2002.

          Statement of Changes in  Partners'  Capital for the three month period
          ended March 31, 2003.

          Statements  of Cash Flows for the three month  periods ended March 31,
          2003 and 2002.

          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>

                                   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, 2003

                      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


                                       17
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Capital  Equipment
Fund VIII, LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:     May 13, 2003


/s/ Paritosh K. Choksi
--------------------------
Paritosh K. Choksi
Principal Financial Officer of Registrant,
Executive Vice President of Managing Member


                                       18
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Capital  Equipment
Fund VIII, LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:     May 13, 2003


/s/ Dean L. Cash
--------------------------
Dean L. Cash
President and Chief Executive Officer of
Managing Member


                                       19
<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 10-Q of ATEL Capital  Equipment
Fund VIII,  LLC,  (the  "Company")  for the period ended March 31, 2003 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 financial condition and results of operations of the Company.

Date:     May 13, 2003



/s/ Dean L. Cash
--------------------------
Dean L. Cash
President and Chief Executive
Officer of Managing Member


                            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 10-Q of ATEL Capital  Equipment
Fund VIII,  LLC,  (the  "Company")  for the period ended March 31, 2003 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 financial condition and results of operations of the Company.

Date:     May 13, 2003



/s/ Paritosh K. Choksi
--------------------------
Paritosh K. Choksi
Executive Vice President of Managing
Member, Principal Financial Officer of Registrant

                                       20