Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the quarterly period ended June 30, 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

                       JUNE 30, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)

                                     ASSETS

                                                2001              2000
                                                ----              ----
Cash and cash equivalents                      $ 2,211,941       $ 2,484,785
Accounts receivable                              4,368,450         5,339,569
Other assets                                       100,000           115,000
Investments in leases                          196,796,952       190,893,298
                                           ---------------- -----------------
Total assets                                  $203,477,343      $198,832,652
                                           ================ =================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                $ 87,520,000       $86,668,000
Non-recourse debt                                6,159,963         7,325,744
Line of credit                                   9,223,497                 -

Accounts payable:
   Managing member                                 509,889           695,548
   Other                                           378,695           485,895

Accrued interest payable                           208,781           267,823

Unearned operating lease income                  1,646,108         2,051,141
                                           ---------------- -----------------
Total liabilities                              105,646,933        97,494,151
Members' capital:
     Managing member                                     -                 -
     Other members                              97,830,410       101,338,501
                                           ---------------- -----------------
Total members' capital                          97,830,410       101,338,501
                                           ---------------- -----------------
Total liabilities and members' capital        $203,477,343      $198,832,652
                                           ================ =================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Six Months                        Three Months
                                                                    Ended June 30,                     Ended June 30,
                                                                    --------------                     --------------
Revenues:                                                       2001              2000             2001              2000
                                                                ----              ----             ----              ----
   Leasing activities:
<S>                                                            <C>               <C>              <C>               <C>
      Operating leases                                         $23,023,666       $12,814,850      $ 9,205,063       $ 7,082,819
      Direct financing leases                                      508,142           269,128          247,516           135,212
      Gain on sales of assets                                    1,788,113             1,453            3,463                 -
Interest                                                           109,824            73,988           28,653            39,404
Other                                                               25,909             2,573            9,306             1,763
                                                          ----------------- ----------------- ---------------- -----------------
                                                                25,455,654        13,161,992        9,494,001         7,259,198
Expenses:
Depreciation and amortization                                   14,781,124        10,183,852        7,645,706         5,457,430
Interest expense                                                 5,574,861         3,310,610        2,009,316         1,788,270
Asset management fees to Managing Member                         1,009,978           592,977          407,013           290,525
Cost reimbursements to Managing Member                             526,265           540,582          284,993           304,630
Other                                                              163,722            66,929          102,367            43,545
Professional fees                                                  185,430            40,910           55,506            40,910
                                                          ----------------- ----------------- ---------------- -----------------
                                                                22,241,380        14,735,860       10,504,901         7,925,310
                                                          ----------------- ----------------- ---------------- -----------------
Net income (loss)                                              $ 3,214,274      $ (1,573,868)     $(1,010,900)       $ (666,112)
                                                          ================= ================= ================ =================

Net income (loss):
   Managing member                                               $ 503,448         $ 333,878        $ 146,237         $ (23,333)
   Other members                                                 2,710,826        (1,907,746)      (1,157,137)         (642,779)
                                                          ----------------- ----------------- ---------------- -----------------
                                                               $ 3,214,274      $ (1,573,868)     $(1,010,900)       $ (666,112)
                                                          ================= ================= ================ =================

Net income (loss) per Limited Liability Company Unit                $ 0.20           $ (0.21)         $ (0.09)          $ (0.07)
Weighted average number of Units outstanding                    13,570,188         9,143,454       13,570,188         9,867,140
</TABLE>


                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 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                            (6,218,917)        (503,448)       (6,722,365)
Net income                                           2,710,826          503,448         3,214,274
                            ----------------- ----------------- ---------------- -----------------
                            ----------------- ----------------- ---------------- -----------------
Balance June 30, 2001             13,570,188       $97,830,410              $ -       $97,830,410
                            ================= ================= ================ =================
</TABLE>
                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Six Months                        Three Months
                                                                    Ended June 30,                     Ended June 30,
                                                                    --------------                     --------------
                                                                2001              2000             2001              2000
                                                                ----              ----             ----              ----
Operating activities:
<S>                                                            <C>               <C>              <C>               <C>
Net income (loss)                                              $ 3,214,274      $ (1,573,868)     $(1,010,900)       $ (666,112)
Adjustments to reconcile net income (loss) to cash
   provided by operating activities:
   Depreciation and amortization                                14,781,124        10,183,852        7,645,706         5,457,430
   Gain on sales of assets                                      (1,788,113)           (1,453)          (3,463)                -
   Changes in operating assets and liabilities:
      Accounts receivable                                          971,119          (355,264)        (304,565)       (1,240,942)
      Other assets                                                  15,000            15,000            7,500             7,500
      Accounts payable, Managing Member                           (185,659)         (259,703)        (102,817)         (287,003)
      Accounts payable, other                                     (107,200)        1,328,534           22,363           907,672
      Accrued interest expense                                     (59,042)          166,279           (6,586)           74,818
      Unearned lease income                                       (405,033)          (81,284)        (739,215)         (537,209)
                                                          ----------------- ----------------- ---------------- -----------------
Net cash provided by operations                                 16,436,470         9,422,093        5,508,023         3,716,154
                                                          ----------------- ----------------- ---------------- -----------------

Investing activities:
Purchases of equipment on operating leases                     (27,938,716)      (35,627,046)        (313,309)      (30,006,710)
Purchases of equipment on direct financing leases                 (810,271)       (1,079,153)        (636,064)         (859,141)
Reduction of net investment in direct financing leases           1,396,835           899,922        1,191,935           427,579
Payment of initial direct costs to managing member                (145,831)         (479,818)         (37,841)         (145,571)
Proceeds from sales of assets                                    8,601,318             9,520           46,056                 -
                                                          ----------------- ----------------- ---------------- -----------------
Net cash (used in) provided by investing activities            (18,896,665)      (36,276,575)         250,777       (30,583,843)
                                                          ----------------- ----------------- ---------------- -----------------

Financing activities:
Borrowings on line of credit                                    16,756,335        20,908,796        5,532,838        18,908,796
Repayments of line of credit                                    (7,532,838)      (17,308,796)      (7,532,838)       (9,808,796)
Proceeds of long-term debt                                      10,000,000         8,400,000        2,000,000         8,400,000
Repayments of long-term debt                                    (9,148,000)       (4,923,000)      (4,895,000)       (3,009,000)
Repayments of non-recourse debt                                 (1,165,781)       (1,086,473)        (138,094)           20,923
Distributions to other members                                  (6,218,917)       (4,117,831)      (3,121,917)       (2,172,999)
Distributions to managing member                                  (503,448)         (333,878)        (253,128)           23,333
Capital contributions received                                           -        29,725,990                -        16,063,990
Payment of syndication costs to managing member                          -        (4,159,539)               -        (2,355,400)
                                                          ----------------- ----------------- ---------------- -----------------
Net cash provided by (used in) financing activities              2,187,351        27,105,269       (8,408,139)       26,070,847
                                                          ----------------- ----------------- ---------------- -----------------
Net (decrease) increase in cash and cash
   equivalents                                                    (272,844)          250,787       (2,649,339)         (796,842)
Cash and cash equivalents at beginning of period                 2,484,785         3,973,342        4,861,280         5,020,971
                                                          ----------------- ----------------- ---------------- -----------------
Cash and cash equivalents at end of period                     $ 2,211,941       $ 4,224,129      $ 2,211,941       $ 4,224,129
                                                          ================= ================= ================ =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                       $ 5,633,903       $ 3,144,331      $ 2,015,902       $ 1,713,452
                                                          ================= ================= ================ =================
</TABLE>
                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and Company matters:

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation
                                            Balance                            Expense or        Reclassi-         Balance
                                          December 31,                        Amortization     fications or        June 30,
                                              2000           Additions         of Leases       Dispositions          2001
                                              ----           ---------         ---------      --------------         ----
<S>                                         <C>                <C>           <C>               <C>                 <C>
Net investment in operating
   leases                                   $173,395,247       $27,938,716   $ (14,593,990)    $ (6,813,205)       $179,926,768
Net investment in direct
   financing leases                           16,253,263           810,271        (1,396,835)               -        15,666,699
Initial direct costs, net of
   accumulated amortization                    1,244,788           145,831          (187,134)               -         1,203,485
                                        ----------------- ----------------- ----------------- ---------------- -----------------
                                            $190,893,298       $28,894,818     $ (16,177,959)     $(6,813,205)     $196,796,952
                                        ================= ================= ================= ================ =================
</TABLE>




                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                   Acquisitions, Dispositions &
                                   Balance               Reclassifications              Balance
                                  December 31,           -----------------              June 30,
                                     2000          1st Quarter       2nd Quarter          2001
                                     ----          -----------       -----------          ----
<S>                                <C>               <C>              <C>               <C>
Transportation, rail             $ 39,634,498         $ 9,741,779                       $ 49,376,277
Manufacturing                       48,027,279            533,851        $ 618,173        49,179,303
Aircraft                            31,614,874          6,920,565          130,563        38,666,002
Transportation, other               23,583,472           (144,316)          (1,000)       23,438,156
Containers                          21,228,750                  -                -        21,228,750
Natural gas compressors             14,045,134              6,467                -        14,051,601
Other                               12,711,963              8,901                -        12,720,864
Materials handling                   5,858,081          2,613,347         (760,907)        7,710,521
Marine vessel                        4,314,031                  -                -         4,314,031
                               ----------------- ----------------- ---------------- -----------------
                                    201,018,082        19,680,594          (13,171)      220,685,505
Less accumulated depreciation       (27,622,835)       (5,588,036)      (7,547,866)      (40,758,737)
                               ----------------- ----------------- ---------------- -----------------
                                   $173,395,247      $ 14,092,558     $ (7,561,037)     $179,926,768
                               ================= ================= ================ =================
</TABLE>

Direct financing leases:

As of June 30, 2001,  investment in direct financing  leases consists  primarily
office automation equipment. The following lists the components of the Company's
investment in direct financing leases as of June 30, 2001:

Total minimum lease payments receivable                        $ 13,946,504
Estimated residual values of leased equipment (unguaranteed)      4,908,381
                                                            ----------------
Investment in direct financing leases                            18,854,885
Less unearned income                                             (3,188,186)
                                                            ----------------
Net investment in direct financing leases                      $ 15,666,699
                                                            ================

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

                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 2001, the aggregate  amounts of future minimum lease payments are as
follows:

                                                 Direct
             Year ending     Operating         Financing
            December 31,       Leases            Leases            Total
            ------------       ------            ------            -----
                    2001       $17,659,911       $ 1,821,285     $ 19,481,196
                    2002        31,377,921         3,260,750       34,638,671
                    2003        25,091,726         2,953,693       28,045,419
                    2004        15,627,523         1,989,108       17,616,631
                    2005        11,262,132         1,901,705       13,163,837
              Thereafter        16,411,609         2,019,963       18,431,572
                          ----------------- ----------------- ----------------
                              $117,430,822       $13,946,504     $131,377,326
                          ================= ================= ================


4.  Non-recourse debt:

At June 30,  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 2006.

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

           Year ending
           December 31,       Principal          Interest           Total
           ------------       ---------          --------           -----
                     2001         $ 144,998         $ 269,315        $ 414,313
                     2002           312,109           515,608          827,717
                     2003           397,915           486,617          884,532
                     2004         4,425,556           170,437        4,595,993
                     2005           418,256            77,737          495,993
               Thereafter           461,129            34,866          495,995
                           ----------------- ----------------- ----------------
                                $ 6,159,963       $ 1,554,580      $ 7,714,543
                           ================= ================= ================




                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


5.  Other long-term debt:

In 1999, the Company entered into a $70 million receivables funding program (the
Program) (which has been 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 (4.4994%
at June 30, 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 June 30,
2001,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$87,520,000, based on the difference between nominal rates ranging from 5.04% to
7.72% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.

 Borrowings under the Program are as follows:

                              Original          Balance           Rate on
                               Amount           June 30,       Interest Swap
       Date Borrowed          Borrowed            2001           Agreement
       -------------          --------            ----           ---------
        11/11/1999            $ 20,000,000       $12,650,000       6.840%
        12/21/1999              20,000,000        17,527,000       7.410%
        12/24/1999              25,000,000        17,824,000       7.440%
         4/17/2000               6,500,000         5,385,000       7.450%
         4/28/2000               1,900,000         1,342,000       7.720%
         8/3/2000               19,000,000        16,570,000       7.500%
        10/31/2000               7,500,000         6,610,000       7.130%
         1/29/2001               8,000,000         7,636,000       5.910%
         6/1/2001                2,000,000         1,976,000       5.040%
                          ----------------- -----------------
                              $109,900,000       $87,520,000
                          ================= =================

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       $10,566,000       $ 2,966,928     $ 13,532,928
                     2002        20,905,000         4,823,462       25,728,462
                     2003        18,790,000         3,394,329       22,184,329
                     2004        13,267,000         2,234,800       15,501,800
                     2005         9,486,000         1,428,010       10,914,010
               Thereafter        14,506,000         1,529,552       16,035,552
                           ----------------- ----------------- ----------------
                                $87,520,000       $16,377,081     $103,897,081
                           ================= ================= ================



                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000
                                   (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 administrative services to
the  Company.  Administrative  services  provided  include  Company  accounting,
investor  relations,  legal counsel and lease and equipment  documentation.  The
Managing Member is not reimbursed for services where it is entitled to receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the Managing Member are
allocated to the Company based upon actual time incurred by employees working on
Company  business and an allocation of rent and other costs based on utilization
studies.

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

The  Managing   Member   and/or   Affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Liability Company Agreement during the
six month periods ended June 30, 2000 and 1999 as follows:

<TABLE>
<CAPTION>
                                                                                     2001              2000
                                                                                     ----              ----
<S>                                                                                 <C>                 <C>
Asset management fees to Managing Member                                            $ 1,009,978         $ 592,977
Administrative costs reimbursed to Managing Member                                      526,265           540,582
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                                       -         3,855,618
Reimbursement of other syndication costs to Managing Member                                   -         1,957,345
                                                                                ---------------- -----------------
                                                                                    $ 1,536,243       $ 6,946,522
                                                                                ================ =================
</TABLE>


7. Member's capital:

As  of  June  30,  2001,   13,570,188  Units   ($135,701,880)  were  issued  and
outstanding.  The  Company's  registration  statement  with the  Securities  and
Exchange  Commission  became  effective  December  7,  1998.  The  offering  was
concluded  on  November  30,  2000.  The  Company is  authorized  to issue up to
15,000,050 Units, including the 50 Units issued to the initial members.

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



                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  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 Partnership and the General Partner.

The  Partnership  had  $9,223,497 of borrowings  under the agreement at June 30,
2001.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2001.


9.  Commitments:

As of June 30,  2001,  the Company had no  outstanding  commitments  to purchase
lease equipment.





                                       11
<PAGE>

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

Capital Resources and Liquidity

During the first half of 2001,  the Company's  primary  activity was engaging in
equipment  leasing  activities.  During  the first half of 2000,  the  Company's
primary  activities were raising funds through its offering of Limited Liability
Company Units (Units) and engaging in equipment leasing activities.

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

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

The Company  participates with the Managing Member and certain of its affiliates
in  a  $62,000,000   revolving   line  of  credit  with  a  group  of  financial
institutions. 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.  There were no such  commitments as of
June 30, 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 half of 2001,  the  Company's  primary  source of liquidity was
operating  lease  rents.  During the first two quarters of 2000,  the  Company's
primary source of liquidity was the proceeds of its offering of Units.

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



                                       12
<PAGE>

In 2001, the most significant source of cash flows from investing activities was
proceeds from the sales of lease assets. Rents from direct financing leases were
the only significant  source of cash from investing  activities in 2000. Uses of
cash for investing  activities  consisted of cash used to purchase operating and
direct  financing  lease assets and payment of initial  direct costs  related to
lease asset purchases.

In 2001,  sources of cash from financing  activities  consisted of borrowings on
the line of credit and proceeds of long-term debt. In 2000, financing sources of
cash consisted of the proceeds of the Company's offering,  funds borrowed on the
line of credit and proceeds of long-term  debt.  Financing uses of cash included
payments of  syndication  costs  associated  with the  offering,  repayments  of
long-tern debt,  repayments of non-recourse debt, repayments of borrowings under
the line of credit and distributions to the members.

Results of operations

In 2000,  operations  resulted  in a net loss of  $1,573,868  for the six  month
period  and a net  loss of  $666,112  for  the  three  month  period.  In  2001,
operations  resulted in net income of $3,214,274  for the first half of the year
and a net loss of  $1,010,900  for the second  quarter.  The  Company's  primary
source of revenues is from operating leases. In future periods, operating leases
are also expected to be the most significant source of revenues. Depreciation is
related to operating lease assets and thus, to operating  lease revenues.  It is
expected to increase in future periods as acquisitions continue.

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 compared to 2000 due to borrowings since June 30,
2000, particularly long-term and non-recourse debt borrowings.


                           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.



                                       13
<PAGE>

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

        (a)Documents filed as a part of this report

        1.  Financial Statements

            Included in Part I of this report:

            Balance  Sheets,  June 30,  2001 and  December  31,
               2000.

            Statements  of  operations  for the  six and  three
               month periods ended June 30, 2001 and 2000.

            Statement of changes in  partners'  capital for the
               six month period ended June 30, 2001.

            Statements  of cash  flows  for  the six and  three
               month periods ended June 30, 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:
August 8, 2001

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



                     By: ATEL Financial Services, LLC
                         Managing Member of Registrant




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




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



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

                                       15
<PAGE>