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, 2000

                  |_|     Transition Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the transition period from _______ to _______

                        Commission File Number 333-62477

                      ATEL Capital Equipment Fund VIII, LLC
             (Exact name of registrant as specified in its charter)

California                                                      94-3307404
----------                                                      ----------
(State or other jurisdiction of                               (I. R. S. Employer
 incorporation or organization)                              Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

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



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None




                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                 BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)


                                     ASSETS

                                                 2000               1999
                                                 ----               ----
Cash and cash equivalents                        $ 5,020,971       $ 3,973,342
Accounts receivable                                1,239,108         2,124,786
Other assets                                         137,500           145,000
Investments in leases                            140,387,971       139,420,208
                                           ------------------ -----------------
Total assets                                    $146,785,550      $145,663,336
                                           ================== =================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                   $62,760,000       $64,674,000
Non-recourse debt                                  6,067,221         7,174,617
Line of credit                                     2,000,000         7,500,000

Accounts payable:
   Managing Member                                   838,587           811,287
   Other                                             421,985             1,123

Accrued interest payable                             206,063           114,602

Unearned operating lease income                    1,713,622         1,257,697
                                           ------------------ -----------------
Total liabilities                                 74,007,478        81,533,326
Members' capital:
     Managing member                                       -                 -
     Other members                                72,778,072        64,130,010
                                           ------------------ -----------------
Total members' capital                            72,778,072        64,130,010
                                           ------------------ -----------------
Total liabilities and members' capital          $146,785,550      $145,663,336
                                           ================== =================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                  2000               1999
                                                           ----               ----
<S>                                                         <C>               <C>
    Leasing activities:
      Operating leases                                     $ 5,732,031          $ 18,751
      Direct financing leases                                  133,916            65,995
      Gain on sales of assets                                    1,453                 -
Interest                                                        34,584               145
Other                                                              810               251
                                                     ------------------ -----------------
                                                             5,902,794            85,142
Expenses:
Depreciation and amortization                                4,726,422           134,842
Interest expense                                             1,522,340           105,548
Administrative cost reimbursements to Managing Member          235,952            40,113
Asset management fees to Managing Member                       302,452            16,864
Other                                                           23,384             5,621
Professional fees                                                    -             5,294
                                                     ------------------ -----------------
                                                             6,810,550           308,282
                                                     ------------------ -----------------
Net loss                                                    $ (907,756)       $ (223,140)
                                                     ================== =================

Net income (loss):
   Managing member                                           $ 357,211         $ (16,736)
   Other members                                            (1,264,967)         (206,404)
                                                     ------------------ -----------------
                                                           $ (907,756)       $ (223,140)
                                                     ================== =================

Net loss per Limited Liability Company Unit                    $ (0.15)          $ (0.24)
Weighted average number of Units outstanding                 8,420,352           860,029
</TABLE>


                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 2000
                                   (Unaudited)

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

<S>                                           <C>             <C>                    <C>           <C>
Balance December 31, 1999                     7,744,326       $64,130,010                $ -       $64,130,010
Capital contributions                         1,366,200        13,662,000                  -        13,662,000
Less selling commissions to affiliates                         (1,297,890)                 -        (1,297,890)
Other syndication costs to affiliates                            (506,249)                 -          (506,249)
Distributions to members                                       (1,944,832)          (357,211)       (2,302,043)
Net income (loss)                                              (1,264,967)           357,211          (907,756)
                                      ------------------ ----------------- ------------------ -----------------
Balance March 31, 2000                        9,110,526       $72,778,072                $ -       $72,778,072
                                      ================== ================= ================== =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                             STATEMENT OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                       2000               1999
                                                            ----               ----
<S>                                                         <C>               <C>
Net loss                                                     $ (907,756)       $ (223,140)
Adjustments to reconcile net income to cash provided
   by operating activities:
   Gain on sales of assets                                       (1,453)                -
   Depreciation and amortization                              4,726,422           134,842
   Changes in operating assets and liabilities:
      Accounts receivable                                       885,678          (359,974)
      Other assets                                                7,500                 -
      Accounts payable, Managing Member                          27,300            16,864
      Accounts payable, other                                   420,862            32,929
      Accrued interest expense                                   91,461                 -
      Unearned lease income                                     455,925            35,118
                                                      ------------------ -----------------
Net cash used in operations                                   5,705,939          (363,361)
                                                      ------------------ -----------------

Investing activities:
Purchases of equipment on operating leases                   (5,620,336)       (8,773,491)
Reduction of net investment in direct financing leases          472,343            78,546
Payments of syndication costs                                  (334,247)                -
Purchases of equipment on direct financing leases              (220,012)       (4,184,704)
Proceeds from sales of assets                                     9,520                 -
                                                      ------------------ -----------------
Net cash used in investing activities                        (5,692,732)      (12,879,649)
                                                      ------------------ -----------------

Financing activities:
Capital contributions received                               13,662,000        17,351,420
Payment of syndication costs to managing member              (1,804,139)       (2,539,008)
Borrowings on line of credit                                  2,000,000                 -
Repayments of line of credit                                 (7,500,000)                -
Repayments of non-recourse debt                              (1,107,396)                -
Repayments of long-term debt                                 (1,914,000)                -
Distributions to other members                               (1,944,832)          (47,666)
Distributions to managing member                               (357,211)                -
                                                      ------------------ -----------------
Net cash provided by financing activities                     1,034,422        14,764,746
                                                      ------------------ -----------------

Net increase in cash and cash equivalents                     1,047,629         1,521,736

Cash and cash equivalents at beginning of period              3,973,342               600
                                                      ------------------ -----------------
Cash and cash equivalents at end of period                  $ 5,020,971       $ 1,522,336
                                                      ================== =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $ 1,613,801         $ 105,548
                                                      ================== =================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 and         Reclass-           Balance
                                          December 31,                         Amortization     ifications and       March 31,
                                              1999            Additions         of Leases        Dispositions           2000
                                              ----            ---------         ---------        ------------           ----
<S>                                         <C>                 <C>              <C>                    <C>           <C>
Net investment in operating leases          $129,689,456        $ 5,620,336      $ (4,679,269)          $ (8,067)     $130,622,456
Net investment in direct financing
   leases                                      9,040,460            220,012          (472,343)                 -         8,788,129
Initial direct costs                             690,292            334,247           (47,153)                 -           977,386
                                        ----------------- ------------------ ----------------- ------------------ -----------------
                                            $139,420,208        $ 6,174,595      $ (5,198,765)          $ (8,067)     $140,387,971
                                        ================= ================== ================= ================== =================
</TABLE>




                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                            Reclass-           Balance
                               December 31,     Additions and     ifications and       March 31,
                                   1999          Depreciation      Dispositions           2000
                                   ----          ------------      ------------           ----
<S>                              <C>                  <C>                 <C>           <C>
Transportation, rail             $ 34,613,356                                           $ 34,613,356
Manufacturing                      25,561,287       $ 2,365,847                           27,927,134
Aircraft                           24,411,837                 -                           24,411,837
Containers                         21,228,750                 -                           21,228,750
Transportation, other              10,247,265                 -                           10,247,265
Natural gas compressors             7,863,922           275,085                            8,139,007
Marine vessel                       3,952,500                 -                            3,952,500
Materials handling                  2,187,570           528,455                            2,716,025
Other                               4,950,434         2,450,949           $ (9,652)        7,391,731
                             ----------------- ----------------- ------------------ -----------------
                                  135,016,921         5,620,336             (9,652)      140,627,605
Less accumulated depreciation     (5,327,465)        (4,679,269)             1,585       (10,005,149)
                             ----------------- ----------------- ------------------ -----------------
                                 $129,689,456         $ 941,067           $ (8,067)     $130,622,456
                             ================= ================= ================== =================
</TABLE>

Direct financing leases:

As of March 31, 2000,  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, 2000:

Total minimum lease payments receivable                            $ 9,147,952
Estimated residual values of leased equipment (unguaranteed)         1,280,561
                                                             ------------------
Investment in direct financing leases                               10,428,513
Less unearned income                                                (1,640,384)
                                                             ------------------
Net investment in direct financing leases                          $ 8,788,129
                                                             ==================

All of the  property  on leases  was  acquired  in 1999 and 2000.  There were no
significant dispositions of such property.



                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 2000, the aggregate amounts of future minimum lease payments are as
follows:

                                             Direct
        Year ending      Operating         Financing
       December 31,       Leases             Leases             Total
       ------------       ------             ------             -----
               2000        $17,033,831       $ 1,768,432        $18,802,263
               2001         21,755,122         2,217,293         23,972,415
               2002         18,753,890         1,694,856         20,448,746
               2003         12,893,086         1,463,605         14,356,691
               2004          5,898,494           780,313          6,678,807
         Thereafter         15,223,381         1,223,453         16,446,834
                     ------------------ ----------------- ------------------
                           $91,557,804       $ 9,147,952       $100,705,756
                     ================== ================= ==================


4.  Non-recourse debt:

At December 31, 1999,  non-recourse  debt consists of notes payable to financial
institutions.  The notes are due in varying quarterly and semi-annual  payments.
Interest on the notes is at rates from 7.98% to 14.0%.  The notes are secured by
assignments of lease payments and pledges of assets.  The notes mature from 2001
through 2004.

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

         Year ending
         December 31,        Principal          Interest            Total
         ------------        ---------          --------            -----
                   2000        $ 2,046,929         $ 484,956        $ 2,531,885
                   2001          1,027,688           403,662          1,431,350
                   2002                  -           331,724            331,724
                   2003             53,814           331,724            385,538
                   2004          4,046,186            53,814          4,100,000
                         ------------------ ----------------- ------------------
                               $ 7,174,617       $ 1,605,880        $ 8,780,497
                         ================== ================= ==================



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


5.  Other long-term debt:

In 1999, the Company entered into a $70 million receivables funding program (the
Program) 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 (6.0571% at March 31, 2000).

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,
2000,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$62,760,000, based on the difference between nominal rates ranging from 6.84% to
7.44% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.

 Borrowings under the Program are as follows:

                         Original           Balance           Rate on
                          Amount         December 31,      Interest Swap
      Date Borrowed      Borrowed            2000            Agreement
      -------------      --------            ----            ---------
        11/11/1999        $20,000,000        $18,549,000       6.84%
        12/21/1999         20,000,000         19,599,000       7.41%
        12/24/1999         25,000,000         24,612,000       7.44%
                     ----------------- ------------------
                          $65,000,000        $62,760,000
                     ================= ==================

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
                          ---------          --------            -----
                2000        $ 8,826,000       $ 2,839,962        $11,665,962
                2001         12,271,000         3,518,893         15,789,893
                2002         12,187,000         2,628,836         14,815,836
                2003         10,103,000         1,806,956         11,909,956
                2004          5,538,000         1,218,195          6,756,195
          Thereafter         13,835,000         2,027,366         15,862,366
                      ------------------ ----------------- ------------------
                            $62,760,000       $14,040,208        $76,800,208
                      ================== ================= ==================



                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 as follows:

<TABLE>
<CAPTION>
                                                                                      2000               1999
                                                                                      ----               ----
<S>                                                                                   <C>               <C>
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                               $ 1,297,890       $ 1,648,385
Reimbursement of other syndication costs to Managing Member                               506,249           890,623
Administrative costs reimbursed to Managing Member                                        235,952            40,113
Asset management fees to Managing Member                                                  302,452            16,864
                                                                                ------------------ -----------------
                                                                                      $ 2,342,543       $ 2,595,985
                                                                                ================== =================
</TABLE>



                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


7. Member's capital:

As of March 31, 2000, 9,110,526 Units ($91,105,260) 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  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  $95,000,000   revolving  credit  agreement  with  a  group  of  financial
institutions  which  expires  on  July  28,  2000.  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.

From July 1, 2000 through July 28, 2000, the maximum available under the line of
credit shall be the then current balance or $85,000,000, which ever is less.

At March 31, 2000,  the Company had  borrowings of $2,000,000  under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower. The Company was in compliance with its covenants as of March 31, 2000.




                                       11
<PAGE>

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

Capital Resources and Liquidity

During the first quarter of 2000, the Company's primary  activities were raising
funds  through  its  offering of Limited  Liability  Company  Units  (Units) and
engaging in equipment  leasing  activities.  Through March 31, 2000, the Company
had received  subscriptions for 9,110,526 Units  ($91,105,260) all of which were
issued and outstanding.

During  the  funding  period,  the  Company's  primary  source of  liquidity  is
subscription  proceeds from the public  offering of Units.  The liquidity of the
Company will vary in the future, increasing to the extent cash flows from leases
exceed expenses,  and decreasing as lease assets are acquired,  as distributions
are made to the  members  and to the  extent  expenses  exceed  cash  flows from
leases.

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

The Company  participates with the Managing Member and certain of its affiliates
in a $95,000,000 revolving line of credit with a financial institution. The line
of credit expires on July 28, 2000. From July 1, 2000 through July 28, 2000, the
maximum  available under the line of credit shall be the then current balance or
$85,000,000, which ever is less.

The Company  anticipates  reinvesting  a portion of lease  payments  from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the Managing Member
and providing for cash distributions to the Limited Partners.

The Company currently has available adequate reserves to meet contingencies, but
in the event those  reserves  were found to be  inadequate,  the  Company  would
likely be in a position to borrow  against its  current  portfolio  to meet such
requirements.  The Managing Member envisions no such  requirements for operating
purposes.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$32,300,000 as of March 31, 2000.

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.




                                       12
<PAGE>

Cash Flows

During the first  quarters of 2000 and 1999,  the  Company's  primary  source of
liquidity was the proceeds of its offering of Units.

In 2000,  the primary  source of cash from  operations  was rents from operating
leases.  In 1999,  sources  of cash flows from  operating  activities  consisted
primarily of direct financing lease revenues.

Rents  from  direct  financing  leases  were the  primary  source  of cash  from
investing  activities.  Uses of cash for investing  activities consisted of cash
used to purchase  operating  and direct  financing  lease assets and payments of
initial direct costs associated with the lease asset purchases..

In 2000 and 1999, the primary  source of cash from financing  activities was the
proceeds of the Company's public offering of Units of Limited  Liability Company
interest.  Financing  uses  of  cash  included  payments  of  syndication  costs
associated  with  the  offering,  repayments  of debt and  distributions  to the
members.


Results of operations


On January 13, 1999, the Company commenced operations.  Operations resulted in a
net  loss of  $907,756  in 2000  compared  to  $223,140  in 1999.  In 2000,  the
Company's primary source of revenues is from operating  leases.  Depreciation is
related to operating lease assets and thus, to operating lease revenues.  It has
increased as a result of operating lease asset  acquisitions over the last year.
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 from $105,548 in 1999 to $1,522,340 in 2000 as a
result of increased  debt balances in 2000  compared to those in 1999.  Interest
expense for the first quarter of 1999 related to the  borrowings  under the line
of credit  incurred by an  affiliate  of the  Managing  Member.  It included all
amounts related to those borrowings, going back as far as November 1998 when the
Managing  Member  started  to fund the  related  transactions  on  behalf of the
Company.  All of the revenues and related carrying costs for these  transactions
were attributed to the Company in the first quarter of 1999.

Asset  management  fees are  related to the gross  rents of the Company and have
increased  as a result of increases in those  revenues  compared to 1999.  Asset
management  fees are expected to increase as a result of continuing  lease asset
acquisitions.

Results of operations in future periods are expected to vary  considerably  from
those  of the  first  quarter  of  2000  as the  Company  continues  to  acquire
significant amounts of lease assets.






                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Information  provided  pursuant to ss.  228.701 (Item  701(f))(formerly
included in Form SR):

       (1) Effective date of the offering:  December 7, 1998;
               File Number: 333-62477
       (2) Offering commenced: December 7, 1998
       (3) The offering did not terminate before any securities were sold.
       (4) The offering has not been terminated prior to the sale of all of the
               securities.
       (5) The managing underwriter is ATEL Securities Corporation.
       (6) The title of the registered class of securities is "Units of Limited
               Liability Company interest"
       (7) Aggregate amount and offering price of securities registered and sold
               as of April 30, 2000

<TABLE>
<CAPTION>

                                                           Aggregate                            Aggregate
                                                            price of                             price of
                                                            offering                             offering
                                          Amount             amount            Amount             amount
            Title of Security           Registered         registered           sold               sold
            -----------------           ----------         ----------           ----               ----

<S>    <C>                               <C>             <C>                   <C>             <C>
       Limited Company units                15,000,000      $150,000,000          9,527,008       $95,270,080

       (8)  Costs  incurred  for  the  issuers  account  in
            connection  with the issuance and  distribution
            of the securities  registered for each category
            listed below:

                                       Direct or indirect payments to
                                        directors, officers, general
                                       partners of the issuer or their
                                        associates; to persons owning
                                         ten percent or more of any           Direct or
                                        class of equity securities of         indirect
                                      the issuer; and to affiliates of       payments to
                                        the issuer                             others             Total
                                        ----------                             ------             -----

       Underwriting discounts and
       commissions                                 $ -                          $ 9,050,658       $ 9,050,658

       Other expenses                                                             4,537,154         4,537,154

                                     ------------------                   ------------------ -----------------
       Total expenses                              $ -                          $13,587,811       $13,587,811
                                     ==================                   ================== =================

       (9) Net offering proceeds to the issuer after the total expenses in item 8:                $81,682,269

       (10) The  amount  of net  offering  proceeds  to the
            issuer  used  for each of the  purposes  listed
            below:

                                       Direct or indirect payments to
                                        directors, officers, general
                                       partners of the issuer or their
                                        associates; to persons owning
                                         ten percent or more of any           Direct or
                                        class of equity securities of         indirect
                                      the issuer; and to affiliates of       payments to
                                        the issuer                             others             Total
                                        ----------                             ------             -----

       Purchase and installation of
       machinery and equipment                     $ -                          $81,205,918       $81,205,918

       Working capital                                                              476,350           476,350
                                     ------------------                   ------------------ -----------------
                                                   $ -                          $81,682,269       $81,682,269
                                     ==================                   ================== =================
</TABLE>

       (11)   The use of the  proceeds  in Item 10 does not
              represent  a  material  change in the uses of
              proceeds described in the prospectus.


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,  2000 and  December  31,
                              1999.
                            Statement of operations  for the three month periods
                              ended March 31, 2000 and 1999.
                            Statement  of changes in  partners'  capital for the
                              three month period ended March 31, 2000.
                            Statements of cash flows for the three month periods
                              ended March 31, 2000 and 1999.

                            Notes to the Financial Statements

                        2.  Financial Statement Schedules

                            All other  schedules for which  provision is made in
                              the applicable accounting  regulations of the
                              Securities and Exchange Commission are not
                              required  under  the  related  instructions
                              or are  inapplicable,  and therefore have been
                              omitted.



                        (b) Report on Form 8-K

                            None



                                       14
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:
May 12, 2000

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



                 By: ATEL Financial Corporation
                     Managing Member of Registrant




                                  By:  /s/ A. J. Batt
                                       ------------------------------------
                                       A. J. Batt
                                       President and Chief Executive Officer
                                       of Managing Member




                                   By: /s/ Dean L. Cash
                                       ------------------------------------
                                       Dean L. Cash
                                       Executive Vice President
                                       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