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
                           September 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

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

                                     ASSETS

                                                2001              2000
                                                ----              ----
Cash and cash equivalents                  $   1,841,257     $   2,484,785
Accounts receivable                              5,431,760          5,339,569
Other assets                                        92,500            115,000
Investments in leases                          185,841,295        190,893,298
                                          ----------------- ------------------
Total assets                                  $193,206,812       $198,832,652
                                          ================= ==================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                $ 91,343,000       $ 86,668,000
Non-recourse debt                                6,159,963          7,325,744
Line of credit                                   1,000,000                  -

Accounts payable:
   Managing member                                                    695,548
   Other                                           763,279            485,895

Accrued interest payable                           159,443            267,823

Unearned operating lease income                  2,606,411          2,051,141
                                          ----------------- ------------------
Total liabilities                              102,032,096         97,494,151
Members' capital:
     Managing member                                     -                  -
     Other members                              91,174,716        101,338,501
                                          ----------------- ------------------
Total members' capital                          91,174,716        101,338,501
                                          ----------------- ------------------
Total liabilities and members' capital        $193,206,812       $198,832,652
                                          ================= ==================




                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine Months                          Three Months
                                                     Ended September 30,                   Ended September 30,
                                                     -------------------                   -------------------
                                                   2001               2000               2001              2000
                                                   ----               ----               ----              ----
<S>                                                <C>                <C>               <C>                <C>
Revenues:
   Leasing activities:
      Operating leases                             $32,328,224        $21,367,986       $ 9,304,558        $ 8,553,136
      Direct financing leases                          693,523            553,989           185,381            284,861
      Gain on sales of assets                        1,788,113              1,453                 -                  -
Interest                                               124,378            126,961            14,554             52,973
Other                                                   26,921             10,729             1,012              8,156
                                             ------------------ ------------------ ----------------- ------------------
                                                    34,961,159         22,061,118         9,505,505          8,899,126
Expenses:
Depreciation and amortization                       25,203,081         16,078,770        10,421,957          5,894,918
Interest expense                                     7,245,633          5,208,362         1,670,772          1,897,752
Asset management fees to Managing Member             1,445,643            973,761           435,665            380,784
Cost reimbursements to Managing Member                 741,886            935,437           215,621            394,855
Other                                                  224,010            341,126            60,288            274,197
Professional fees                                      193,582            102,055             8,152             61,145
                                             ------------------ ------------------ ----------------- ------------------
                                                    35,053,835         23,639,511        12,812,455          8,903,651
                                             ------------------ ------------------ ----------------- ------------------
Net loss                                             $ (92,676)      $ (1,578,393)      $(3,306,950)          $ (4,525)
                                             ================== ================== ================= ==================

Net income (loss):
   Managing member                                   $ 754,604          $ 536,365         $ 251,156          $ 202,487
   Other members                                      (847,280)        (2,114,758)       (3,558,106)          (207,012)
                                             ------------------ ------------------ ----------------- ------------------
                                                     $ (92,676)      $ (1,578,393)      $(3,306,950)          $ (4,525)
                                             ================== ================== ================= ==================

Net loss per Limited Liability Company
   Unit                                                $ (0.06)           $ (0.21)          $ (0.26)           $ (0.02)
Weighted average number of Units outstanding        13,570,188          9,887,359        13,570,188         11,359,758
</TABLE>



                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 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                             (9,316,505)         (754,604)       (10,071,109)
Net loss                                               (847,280)          754,604            (92,676)
                           ------------------ ------------------ ----------------- ------------------
Balance September 30, 2001        13,570,188        $91,174,716         $       -       $ 91,174,716
                           ================== ================== ================= ==================
</TABLE>

                             See accompanying notes.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine Months                          Three Months
                                                                 Ended September 30,                   Ended September 30,
                                                                 -------------------                   -------------------
                                                               2001               2000               2001              2000
                                                               ----               ----               ----              ----
Operating activities:
<S>                                                              <C>             <C>                <C>                   <C>
Net loss                                                         $ (92,676)      $ (1,578,393)      $(3,306,950)          $ (4,525)
Adjustments to reconcile net loss  to
   cash provided by operating activities:
   Depreciation                                                 25,203,081         16,078,770        10,421,957          5,894,918
   Gain on sales of assets                                      (1,788,113)            (1,453)                -                  -
   Changes in operating assets and liabilities:
      Accounts receivable                                          (92,191)        (1,688,343)       (1,063,310)        (1,333,079)
      Other assets                                                  22,500             22,500             7,500              7,500
      Accounts payable, Managing Member                           (695,548)          (294,612)         (509,889)           (34,909)
      Accounts payable, other                                      277,384            284,779           384,584         (1,043,755)
      Accrued interest payable                                    (108,380)           118,910           (49,338)           (47,369)
      Unearned lease income                                        555,270            737,264           960,303            818,548
                                                         ------------------ ------------------ ----------------- ------------------
Net cash provided by operations                                 23,281,327         13,679,422         6,844,857          4,257,329
                                                         ------------------ ------------------ ----------------- ------------------

Investing activities:
Purchases of equipment on operating leases                     (27,938,716)       (51,934,271)                -        (16,307,225)
Purchases of equipment on direct financing leases                 (810,271)        (8,322,910)                -         (7,243,757)
Proceeds from sales of assets                                    8,601,318              9,520                 -                  -
Reduction of net investment in direct financing leases           1,930,535            553,989           533,700           (345,933)
Payment of initial direct costs                                   (145,831)          (691,273)                -           (211,455)
Net cash (used in) provided by investing
                                                         ------------------ ------------------ ----------------- ------------------
   activities                                                  (18,362,965)       (60,384,945)          533,700        (24,108,370)
                                                         ------------------ ------------------ ----------------- ------------------
</TABLE>


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months                          Three Months
                                                                 Ended September 30,                   Ended September 30,
                                                                 -------------------                   -------------------
                                                               2001               2000               2001              2000
                                                               ----               ----               ----              ----
Financing activities:
<S>                                                             <C>                <C>                <C>                <C>
Borrowings under line of credit                                 20,756,335         21,908,796         4,000,000          1,000,000
Repayments of line of credit                                   (19,756,335)       (22,816,169)      (12,223,497)        (5,507,373)
Proceeds of long-term debt                                      19,000,000         27,400,000         9,000,000         19,000,000
Repayments of long-term debt                                   (14,325,000)        (8,478,000)       (5,177,000)        (3,555,000)
Distributions to members                                        (9,316,505)        (6,614,767)       (3,097,588)        (2,496,936)
Repayments of non-recourse debt                                 (1,165,781)        (2,067,853)                -           (981,380)
Distributions to managing member                                  (754,604)          (536,365)         (251,156)          (202,487)
Capital contributions received                                           -         42,662,020                 -         12,936,030
Payment of syndication costs to managing member                          -         (6,049,329)                -         (1,889,790)
                                                         ------------------ ------------------ ----------------- ------------------
Net cash provided by financing activities                       (5,561,890)         8,795,642        (7,749,241)         7,256,824
                                                         ------------------ ------------------ ----------------- ------------------
Net decrease in cash and cash
   equivalents                                                    (643,528)       (37,909,881)         (370,684)       (12,594,217)
Cash and cash equivalents at beginning of
   period                                                        2,484,785          3,973,342         2,211,941          4,224,129
                                                         ------------------ ------------------ ----------------- ------------------
Cash and cash equivalents at end of period                     $ 1,841,257      $ (33,936,539)      $ 1,841,257        $(8,370,088)
                                                         ================== ================== ================= ==================

Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                       $ 7,245,633        $ 5,208,362       $ 1,611,730        $ 4,785,780
                                                         ================== ================== ================= ==================
</TABLE>
                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and Company matters:

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                           Depreciation
                                        Balance                             Expense or         Reclassi-           Balance
                                      December 31,                         Amortization       fications or      September 30,
                                          2000            Additions          of Leases        Dispositions          2001
                                          ----            ---------          ---------        ------------          ----
<S>                                     <C>               <C>                <C>               <C>                 <C>
Net investment in operating leases      $173,395,247      $  27,938,716      $ (24,921,543)    $  (6,813,205)      $169,599,215
Net investment in direct financing
   leases                                 16,253,263            810,271         (1,930,535)                -         15,132,999
Initial direct costs, net of
   accumulated amortization                1,244,788            145,831           (281,538)                -          1,109,081
                                    ----------------- ------------------ ------------------ ----------------- ------------------
                                        $190,893,298      $  28,748,987      $ (26,852,078)    $  (6,813,205)      $185,841,295
                                    ================= ================== ================== ================= ==================
</TABLE>




                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                   Balance                                                                   Balance
                                 December 31,   Acquisitions, Dispositions & Reclassifications            September 30,
                                                ----------------------------------------------
                                     2000       1st Quarter        2nd Quarter          3rd Quarter           2001
                                     ----       -----------        -----------          -----------           ----
<S>                               <C>                   <C>                <C>             <C>               <C>
Manufacturing                     $ 48,027,279          $ 533,851          $ 618,173       $         -       $ 49,179,303
Transportation, rail                39,634,498          9,741,779                  -                 -         49,376,277
Aircraft                            31,614,874          6,920,565            130,563                 -         38,666,002
Containers                          21,228,750                  -                  -                 -         21,228,750
Transportation, other               23,583,472           (144,316)            (1,000)                -         23,438,156
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)      (10,327,553)       (51,086,290)
                               ---------------- ------------------ ------------------ ----------------- ------------------
                                  $173,395,247       $ 14,092,558       $ (7,561,037)     $(10,327,553)      $169,599,215
                               ================ ================== ================== ================= ==================
</TABLE>

Direct financing leases:

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

Total minimum lease payments receivable                        $ 13,175,034
Estimated residual values of leased equipment (unguaranteed)       4,908,381
                                                            -----------------
Investment in direct financing leases                             18,083,415
Less unearned income                                              (2,950,416)
                                                            -----------------
Net investment in direct financing leases                       $ 15,132,999
                                                            =================

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



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

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

<TABLE>
<CAPTION>
                                                               Direct
                                           Operating         Financing
                                            Leases             Leases             Total
<S>                                       <C>                <C>               <C>
 Three months ending December 31, 2001    $    7,749,483     $   1,055,331     $   8,804,814
         Year ending December 31, 2002        31,676,015         3,260,750         34,936,765
                                  2003        25,198,860         2,948,178         28,147,038
                                  2004        15,739,916         1,989,108         17,729,024
                                  2005        11,389,500         1,901,705         13,291,205
                            Thereafter        16,431,935         2,019,962         18,451,897
                                       ------------------ ----------------- ------------------
                                            $108,185,709       $ 13,175,034      $121,360,743
                                       ================== ================= ==================
</TABLE>


4.  Non-recourse debt:

At September 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:

<TABLE>
<CAPTION>
                                           Principal          Interest            Total
<S>                                            <C>               <C>                <C>
 Three months ending December 31, 2001         $ 144,998         $ 185,702          $ 330,700
         Year ending December 31, 2002           312,109           515,608            827,717
                                  2003           397,915           483,617            881,532
                                  2004         4,425,557           170,437          4,595,994
                                  2005           418,256            77,737            495,993
                            Thereafter           461,128            34,866            495,994
                                       ------------------ ----------------- ------------------
                                             $ 6,159,963       $ 1,467,967        $ 7,627,930
                                       ================== ================= ==================
</TABLE>





                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (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 (6.3810%
at September 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 September
30,  2001,  the Company  receives or pays  interest on a notional  principal  of
$91,343,000, based on the difference between nominal rates ranging from 4.35% 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          September 30,     Interest Swap
 Date Borrowed        Borrowed             2001            Agreement
 -------------        --------             ----            ---------
   11/11/1999           $20,000,000        $11,413,000       6.84%
   12/21/1999            20,000,000         17,090,000       7.41%
   12/24/1999            25,000,000         16,382,000       7.44%
   4/17/2000              6,500,000          5,130,000       7.45%
   4/28/2000              1,900,000          1,225,000       7.72%
    8/3/2000             19,000,000         15,857,000       7.50%
   10/31/2000             7,500,000          6,265,000       7.13%
   1/29/2001              8,000,000          7,199,000       5.91%
    6/1/2001              2,000,000          1,782,000       5.04%
    9/1/2001              9,000,000          9,000,000       4.35%
                  ------------------ ------------------
                       $118,900,000        $91,343,000
                  ================== ==================






                                       11
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


5.  Other long-term debt (continued):

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


<TABLE>
<CAPTION>
                                           Principal          Interest            Total
<S>                                          <C>               <C>                <C>
 Three months ending December 31, 2001       $ 5,674,000       $ 1,531,370        $ 7,205,370
         Year ending December 31, 2002        23,297,000         5,139,613         28,436,613
                                  2003        21,173,000         3,605,271         24,778,271
                                  2004        14,771,000         2,363,448         17,134,448
                                  2005        11,079,000         1,487,319         12,566,319
                            Thereafter        15,349,000         1,521,546         16,870,546
                                       ------------------ ----------------- ------------------
                                             $91,343,000      $ 15,648,567       $106,991,567
                                       ================== ================= ==================
</TABLE>


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 actual  costs  incurred  on behalf of the Company or 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.





                                       12
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


6.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                      2001              2000
                                                                                      ----              ----
<S>                                                                                  <C>                  <C>
Asset management fees to Managing Member                                             $ 1,445,643          $ 973,761
Cost reimbursements to Managing Member                                                   741,886            935,437
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                                        -          5,716,800
Reimbursement of other syndication costs to Managing Member                                    -          2,788,098
                                                                                ----------------- ------------------
                                                                                     $ 2,187,529       $ 10,414,096
                                                                                ================= ==================
</TABLE>


7. Member's capital:

As of  September  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 Company is authorized
to issue up to  15,000,050  Units,  including the 50 Units issued to the initial
members. The offering was terminated on November 30, 2000.

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


8.  Line of credit:

The Company  participates with the Managing Member and certain of its Affiliates
in  a  $62,000,000   revolving  credit  agreement  with  a  group  of  financial
institutions  which  expires  on April  12,  2002.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Company and the Managing Member.

At September 30, 2001, the Company had  $1,000,000 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The Company was  incompliance  with its covenants as of September 30,
2001.




                                       13
<PAGE>

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

Capital Resources and Liquidity

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

Our liquidity 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,  we  have  contractual  obligations  with  a
diversified  group of lessees for fixed lease terms at fixed rental amounts.  As
the initial  lease terms  expire we will  re-lease  or sell the  equipment.  Our
future  liquidity  beyond the  contractual  minimum  rentals  will depend on our
success in re-leasing or selling the equipment as it comes off lease.

We  participate  with the General  Partner 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.

We anticipates  reinvesting a portion of lease payments from assets owned in new
leasing   transactions.   We  will  reinvest  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 Other Members.

We currently have available adequate reserves to meet contingencies,  but in the
event  those  reserves  were  found to be  inadequate,  we would  likely be in a
position to borrow against our current portfolio to meet such  requirements.  We
envision no such requirements for operating purposes.

We have  not made any  commitments  of  capital,  nor do we  expect  to make any
commitments,  except for the acquisition of additional equipment. We had made no
such commitments as of September 30, 2001.

If inflation in the general  economy  becomes  significant,  it may affect us in
that the residual  (resale)  values and rates on re-leases of our leased  assets
may increase as the costs of similar assets increase. However, our 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 we 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.  Our leases  already in
place, for the most part, would not be affected by changes in interest rates.

Cash Flows

During  the first nine  months of 2001,  our  primary  source of  liquidity  was
operating lease rents.  During the first nine months of 2000, our primary source
of liquidity was the proceeds of its offering of Units.

Our primary source of cash flows from operating  activities was operating  lease
revenues in both 2001 and on 2000.



                                       14
<PAGE>

In 2001,  our most  significant  source of cash  flows  from  investing  was the
proceeds that we received  from the sales of lease assets.  In the third quarter
of 2001, our only significant source of cash from investing activities was rents
from direct financing  leases.  In 2000, rents from direct financing leases were
the only significant source of cash from investing  activities.  We used of cash
in investing  activities to purchase operating and direct financing lease assets
and to pay initial direct costs related to lease asset purchases.

In 2001,  our only  sources of cash from  financing  activities  was proceeds of
long-term debt and borrowings on the line of credit. In 2000, our primary source
of cash from  financing  activities  was the proceeds of our public  offering of
Units of Limited Liability Company interest. Our only other financing sources of
cash was borrowings  under the line of credit and proceeds of long-term debt. We
used cash in financing  activities to pay syndication  costs associated with the
offering,  to rep debt and to make distributions to the members.  Our repayments
of debt have increased due to borrowings after the third quarter of 1999.

Results of operations

We commenced operations on January 13, 1999. In 2000, our operations resulted in
a net loss of $92,676  for the nine month  period and  $3,306,950  for the three
month period. In 2001, our operations  resulted in a net loss of $1,578,3933 for
the nine month period and $4,525 for the three month period.  Our primary source
of revenues is from operating  leases.  In future  periods,  we also expect that
operating leases will be our most significant  source of revenues.  Depreciation
is related to operating lease assets and thus, to operating  lease revenues.  We
expect it to  increase in future  periods as  acquisitions  continue.  Our lease
rents  and  depreciation  have  increased  compared  to  2000  as  a  result  of
acquisitions over the last year.

Asset  management  fees are based on our gross lease rents plus the  proceeds we
receive 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,
we expect  these fees to  increase.  These  factors gave rise to the increase in
fees compared to 2000.

In 2001 and 2000,  interest relates to long-term debt,  non-recourse debt and to
borrowings under the line of credit. The amounts we have borrowed have increased
compared to 2000 and have caused the increase in interest expense.

Our results of  operations  in 2001 and 2000 are not  comparable  as a result of
significant acquisitions of lease equipment in 2000 and 2001.

                           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.



                                       15
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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, September 30, 2001 and December 31, 2000.

                    Income statements for the nine and three month periods ended
                    September 30, 2001 and 2000.

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

                    Statements  of cash  flows  for the  nine  and  three  month
                    periods ended September 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



                                       16
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                                   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:
November 12, 2001

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



       By: ATEL Financial Corporation
           Managing Member of Registrant




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




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





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

                                       17
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