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, 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

                       JUNE 30, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)

                                     ASSETS

                                                   2000              1999
                                                   ----              ----
Cash and cash equivalents                         $ 4,224,129       $ 3,973,342
Accounts receivable                                 2,480,050         2,124,786
Other assets                                          130,000           145,000
Investments in leases                             165,514,384       139,420,208
                                             ----------------- -----------------
Total assets                                     $172,348,563      $145,663,336
                                             ================= =================


LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                   $ 68,151,000       $64,674,000
Non-recourse debt                                   6,088,144         7,174,617
Line of credit                                     11,100,000         7,500,000

Accounts payable:
   Managing member                                    551,584           811,287
   Other                                            1,329,657             1,123

Accrued interest payable                              280,881           114,602

Unearned operating lease income                     1,176,413         1,257,697
                                             ----------------- -----------------
Total liabilities                                  88,677,679        81,533,326
Members' capital:
     Managing member                                        -                 -
     Other members                                 83,670,884        64,130,010
                                             ----------------- -----------------
Total members' capital                             83,670,884        64,130,010
                                             ----------------- -----------------
Total liabilities and members' capital           $172,348,563      $145,663,336
                                             ================= =================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Six Months                          Three Months
                                                           Ended June 30,                       Ended June 30,
                                                           --------------                       --------------
Revenues:                                              2000              1999               2000              1999
                                                       ----              ----               ----              ----
   Leasing activities:
<S>                                                   <C>                <C>               <C>               <C>
      Operating leases                                $12,814,850        $ 1,481,475       $ 7,082,819       $ 1,462,724
      Direct financing leases                             269,128            125,488           135,212            59,493
      Gain on sales of assets                               1,453                  -                 -                 -
Interest                                                   73,988             19,089            39,404            18,944
Other                                                       2,573                207             1,763               (44)
                                                 ----------------- ------------------ ----------------- -----------------
                                                       13,161,992          1,626,259         7,259,198         1,541,117
Expenses:
Depreciation and amortization                          10,183,852          1,043,220         5,457,430           908,378
Interest expense                                        3,310,610            422,582         1,788,270           317,034
Asset management fees to Managing Member                  592,977             78,988           290,525            62,124
Administrative cost reimbursements to Managing
   Member                                                 540,582            276,123           304,630           236,010
Other                                                      66,929             16,306            43,545            10,685
Professional fees                                          40,910             27,611            40,910            22,317
                                                 ----------------- ------------------ ----------------- -----------------
                                                       14,735,860          1,864,830         7,925,310         1,556,548
                                                 ----------------- ------------------ ----------------- -----------------
Net loss                                             $ (1,573,868)        $ (238,571)       $ (666,112)        $ (15,431)
                                                 ================= ================== ================= =================

Net income (loss):
   Managing member                                      $ 333,878          $ (17,893)        $ (23,333)         $ (1,157)
   Other members                                       (1,907,746)          (220,678)         (642,779)          (14,274)
                                                 ----------------- ------------------ ----------------- -----------------
                                                     $ (1,573,868)        $ (238,571)       $ (666,112)        $ (15,431)
                                                 ================= ================== ================= =================

Net loss per Limited Liability Company Unit               $ (0.21)           $ (0.11)          $ (0.07)          $ (0.00)
Weighted average number of Units outstanding            9,143,454          1,934,557         9,867,140         2,855,581
</TABLE>


                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 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                         2,972,599         29,725,990                 -        29,725,990
Less selling commissions to affiliates                          (2,823,969)                -        (2,823,969)
Other syndication costs to affiliates                           (1,335,570)                -        (1,335,570)
Distributions to members                                        (4,117,831)         (333,878)       (4,451,709)
Net income (loss)                                               (1,907,746)          333,878        (1,573,868)
                                       ----------------- ------------------ ----------------- -----------------
Balance June 30, 2000                        10,716,925        $83,670,884               $ -       $83,670,884
                                       ================= ================== ================= =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Six Months                          Three Months
                                                                Ended June 30,                       Ended June 30,
                                                                --------------                       --------------
                                                            2000              1999               2000              1999
                                                            ----              ----               ----              ----
Operating activities:
<S>                                                       <C>                  <C>               <C>                <C>
Net loss                                                  $ (1,573,868)        $ (238,571)       $ (666,112)        $ (15,431)
Adjustments to reconcile net loss to cash provided
   by operating activities:
   Depreciation and amortization                            10,183,852          1,043,220         5,457,430           908,378
   Gain on sales of assets                                      (1,453)                 -                 -                 -
   Changes in operating assets and liabilities:
      Accounts receivable                                     (355,264)          (991,095)       (1,240,942)         (631,121)
      Other assets                                              15,000                  -             7,500                 -
      Accounts payable, Managing Member                       (259,703)                 -          (287,003)          (16,864)
      Accounts payable, other                                1,328,534            242,835           907,672           209,906
      Accrued interest expense                                 166,279                  -            74,818                 -
      Unearned lease income                                    (81,284)            49,766          (537,209)           14,648
                                                      ----------------- ------------------ ----------------- -----------------
Net cash provided by operations                              9,422,093            106,155         3,716,154           469,516
                                                      ----------------- ------------------ ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                 (35,627,046)       (24,638,437)      (30,006,710)      (15,864,946)
Purchases of equipment on direct financing leases           (1,079,153)        (5,341,088)         (859,141)       (1,156,384)
Reduction of net investment in direct financing leases         899,922            340,869           427,579           262,323
Payment of initial direct costs to managing member            (479,818)           (33,373)         (145,571)          (33,373)
Proceeds from sales of assets                                    9,520                  -                 -                 -
                                                      ----------------- ------------------ ----------------- -----------------
Net cash used in investing activities                      (36,276,575)       (29,672,029)      (30,583,843)      (16,792,380)
                                                      ----------------- ------------------ ----------------- -----------------

Financing activities:
Capital contributions received                              29,725,990         40,585,450        16,063,990        23,234,030
Payment of syndication costs to managing member             (4,159,539)        (5,812,963)       (2,355,400)       (3,273,955)
Borrowings on line of credit                                20,908,796                  -        18,908,796                 -
Repayments of line of credit                               (17,308,796)                 -        (9,808,796)                -
Proceeds of long-term debt                                   8,400,000                  -         8,400,000                 -
Repayments of long-term debt                                (4,923,000)                 -        (3,009,000)                -
Repayments of non-recourse debt                             (1,086,473)                 -            20,923                 -
Distributions to other members                              (4,117,831)          (429,421)       (2,172,999)         (381,755)
Distributions to managing member                              (333,878)                 -            23,333                 -
                                                      ----------------- ------------------ ----------------- -----------------
Net cash provided by financing activities                   27,105,269         34,343,066        26,070,847        19,578,320
                                                      ----------------- ------------------ ----------------- -----------------
Net increase (decrease) in cash and cash
   equivalents                                                 250,787          4,777,192          (796,842)        3,255,456
Cash and cash equivalents at beginning of period             3,973,342                600         5,020,971         1,522,336
                                                      ----------------- ------------------ ----------------- -----------------
Cash and cash equivalents at end of period                 $ 4,224,129        $ 4,777,792       $ 4,224,129       $ 4,777,792
                                                      ================= ================== ================= =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                     $ 422,582          $ 422,582         $ 422,582         $ 317,034
                                                      ================= ================== ================= =================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999
                                   (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,
                                               1999            Additions          of Leases        Dispositions          2000
                                               ----            ---------          ---------      - -------------         ----
<S>                                           <C>                <C>            <C>                  <C>               <C>
Net investment in operating
   leases                                     $129,689,456       $35,627,046    $ (10,082,826)       $ (8,067)         $155,225,609
Net investment in direct
   financing leases                              9,040,460         1,079,153          (899,922)                     -     9,219,691
Initial direct costs, net of
   accumulated amortization                        690,292           479,818           (101,026)                -         1,069,084
                                         ------------------ ----------------- ------------------ ----------------- -----------------
                                              $139,420,208       $37,186,017      $ (11,083,774)         $ (8,067)     $165,514,384
                                         ================== ================= ================== ================= =================
</TABLE>




                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance          Acquisitions, Dispositions &          Balance
                               December 31,             Reclassifications               June 30,
                                                        -----------------
                                   1999           1st Quarter       2nd Quarter           2000
                                   ----           -----------       -----------           ----
<S>                              <C>                 <C>              <C>               <C>
Manufacturing                    $ 25,561,287        $ 2,365,847      $ 12,354,201      $ 40,281,335
Transportation, rail               34,613,356                  -         4,797,067        39,410,423
Aircraft                           24,411,837                  -                 -        24,411,837
Containers                         21,228,750                  -                 -        21,228,750
Transportation, other              10,247,265                  -         5,932,595        16,179,860
Natural gas compressors             7,863,922            275,085         5,094,356        13,233,363
Other                               4,950,434          2,441,297            20,452         7,412,183
Materials handling                  2,187,570            528,455         1,808,040         4,524,065
Marine vessel                       3,952,500                  -                 -         3,952,500
                             ----------------- ------------------ ----------------- -----------------
                                  135,016,921          5,610,684        30,006,711       170,634,316
Less accumulated depreciation      (5,327,465)        (4,677,684)       (5,403,558)      (15,408,707)
                             ----------------- ------------------ ----------------- -----------------
                                 $129,689,456          $ 933,000      $ 24,603,153      $155,225,609
                             ================= ================== ================= =================
</TABLE>

Direct financing leases:

As of June 30, 2000,  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, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                  2000              1999
                                                                  ----              ----
<S>                                                              <C>               <C>
Total minimum lease payments receivable                          $ 9,571,758       $ 5,027,357
Estimated residual values of leased equipment (unguaranteed)       1,406,218           565,388
                                                            ----------------- -----------------
Investment in direct financing leases                             10,977,976         5,592,745
Less unearned income                                              (1,758,285)         (592,626)
                                                            ----------------- -----------------
Net investment in direct financing leases                        $ 9,219,691       $ 5,000,119
                                                            ================= =================
</TABLE>

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

                             JUNE 30, 2000 AND 1999
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 2000, the aggregate  amounts of future minimum lease payments are as
follows:

                                                Direct
            Year ending     Operating          Financing
           December 31,       Leases            Leases             Total
           ------------       ------            ------             -----
                   2000       $13,891,283          $ 985,865      $ 14,877,148
                   2001        25,460,288          2,427,469        27,887,757
                   2002        22,459,056          1,905,032        24,364,088
                   2003        16,598,251          1,624,084        18,222,335
                   2004         9,193,184            891,096        10,084,280
             Thereafter        19,818,978          1,738,212        21,557,190
                         ----------------- ------------------ -----------------
                             $107,421,040        $ 9,571,758      $116,992,798
                         ================= ================== =================


4.  Non-recourse debt:

At June 30,  2000,  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         $ 960,456          $ 305,486       $ 1,265,942
                  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
                        ----------------- ------------------ -----------------
                             $ 6,088,144        $ 1,426,410       $ 7,514,554
                        ================= ================== =================




                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999
                                   (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 (6.7099%
at June 30, 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 June 30,
2000,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$68,151,000, based on the difference between nominal rates ranging from 6.84% 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             2000            Agreement
       -------------       --------             ----            ---------
         11/11/1999         $ 20,000,000       $17,406,000        6.84%
         12/21/1999           20,000,000        19,199,000        7.41%
         12/24/1999           25,000,000        23,354,000        7.44%
         4/17/2000             6,500,000         6,363,000        7.45%
         4/28/2000             1,900,000         1,829,000        7.72%
                       ------------------ -----------------
                            $ 73,400,000       $68,151,000
                       ================== =================

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       $ 6,725,000        $ 2,382,399       $ 9,107,399
                  2001        13,744,000          4,031,243        17,775,243
                  2002        13,767,000          3,026,548        16,793,548
                  2003        11,470,000          2,089,823        13,559,823
                  2004         6,884,000          1,402,732         8,286,732
            Thereafter        15,561,000          2,164,286        17,725,286
                        ----------------- ------------------ -----------------
                             $68,151,000        $15,097,031      $ 83,248,031
                        ================= ================== =================



                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999
                                   (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>
                                                                                      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)                              $ 2,823,969       $ 3,855,618
Reimbursement of other syndication costs to Managing Member                            1,335,570         1,957,345
Asset management fees to Managing Member                                                 592,977            78,988
Administrative costs reimbursed to Managing Member                                       540,582           276,123
                                                                                ----------------- -----------------
                                                                                     $ 5,293,098       $ 6,168,074
                                                                                ================= =================
</TABLE>


7. Member's capital:

As  of  June  30,  2000,   10,716,925  Units   ($107,169,250)  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.



                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999
                                   (Unaudited)


8.  Line of credit:

The Company  participates with the Managing Member and certain of its Affiliates
in  a  $77,500,000   revolving  credit  agreement  with  a  group  of  financial
institutions  which  expires  on  July  28,  2001.  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 June 30, 2000, the Company had  $11,100,000  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 June 30, 2000.



9.  Commitments:

As of June 30, 2000, the Company had  outstanding  commitments to purchase lease
equipment totaling approximately $25,309,000.





                                       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 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 June 30, 2000, the Company had
received  subscriptions  for 10,716,925 Units  ($107,169,250)  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  $77,500,000   revolving   line  of  credit  with  a  group  of  financial
institutions. The line of credit expires on July 28, 2001.

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
$25,309,000 as of June 30, 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.

Cash Flows

During the first two quarters of 2000 and 1999, 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>

Rents from direct financing leases were the only significant 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 payment of
initial direct costs related to lease asset purchases.

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.
In 1999, the only 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 long-tern debt,  repayments of  non-recourse  debt,
repayments  of  borrowings  under the line of credit  and  distributions  to the
members.

Results of operations

On January 13,  1999,  the Company  commenced  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 1999,  operations resulted in a net loss
of $238,571  for the first half of the year and $15,431 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 1999 due to borrowings since June 30,
1999, particularly long-term and non-recourse debt borrowings.

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

                           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.



                                       13
<PAGE>

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
July 31, 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>
Limited Company units               15,000,000       $150,000,000        11,143,808      $111,438,080

(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                                $ -                         $ 10,586,618       $10,586,618

Other expenses                               -                            5,264,714         5,264,714

                              -----------------                    ----------------- -----------------
Total expenses                             $ -                         $ 15,851,331       $15,851,331
                              =================                    ================= =================

(9) Net offering proceeds to the issuer after the total expenses in item 8:               $95,586,749



                                       14
<PAGE>

(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            $ 1,233,426                         $ 93,796,133       $95,029,558

Working capital                              -                              557,190           557,190
                              -----------------                    ----------------- -----------------
                                           $ -                         $ 94,353,323       $95,586,749
                              =================                    ================= =================

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


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, 2000 and December 31,
                                   1999.

                              Statements of operations for the six and three
                                   month periods ended June 30, 2000 and 1999.

                              Statement of changes in partners' capital for the
                                   six month period ended June 30, 2000.

                              Statements  of cash  flows  for the six and  three
                                   month periods ended June 30, 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



                                       15
<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 11, 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