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, 2003

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

                        Commission File Number 333-62477

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

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

           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 |_|

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

The number of Limited  Partnership  Units  outstanding  as of June 30,  2003 was
13,570,188

                       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, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                     2003                2002

<S>                                                                                  <C>                 <C>
Cash and cash equivalents                                                            $ 1,203,803         $ 2,263,479
Accounts receivable, net of allowance for doubtful accounts of $210,115 in 2003
   and $516,365 in 2002                                                                1,569,779           1,874,311
Due from Managing Member                                                                       -             171,119
Other assets                                                                              40,000              55,000
Investments in leases                                                                124,144,668         149,100,763
                                                                               ------------------ -------------------
Total assets                                                                        $126,958,250       $ 153,464,672
                                                                               ================== ===================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                                                      $ 48,009,000        $ 62,912,000
Line of credit                                                                         8,500,000          10,600,000
Non-recourse debt                                                                      5,535,001           5,702,855

Accounts payable:
   Managing member                                                                       111,073                   -
   Other                                                                               1,040,193             697,720

Accrued interest payable                                                                  82,184              96,179
Interest rate swap contracts                                                           4,196,582           5,381,342
Unearned operating lease income                                                        1,478,771           1,547,813
                                                                               ------------------ -------------------
Total liabilities                                                                     68,952,804          86,937,909

Members' capital                                                                      58,005,446          66,526,763
                                                                               ------------------ -------------------
Total liabilities and members' capital                                              $126,958,250       $ 153,464,672
                                                                               ================== ===================
</TABLE>

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Six Months                           Three Months
                                                            Ended June 30,                        Ended June 30,
                                                       2003               2002               2003                2002
Revenues:
Leasing activities:
<S>                                                    <C>                <C>                <C>                 <C>
   Operating leases                                    $14,277,413        $16,369,513        $ 6,898,522         $ 7,679,155
   Direct financing leases                                 333,758            413,236            161,448             197,219
   Gain on sales of assets                                 689,655            256,871            535,240             273,326
Interest                                                     3,652              9,035              1,640               3,046
Other                                                       31,545            183,150             13,849               7,382
                                                 ------------------ ------------------ ------------------ -------------------
                                                        15,336,023         17,231,805          7,610,699           8,160,128
Expenses:
Depreciation and amortization                           10,589,670         11,924,692          5,158,703           5,899,599
Interest expense                                         3,154,480          3,258,213          1,131,836           1,656,843
Impairment losses (recoveries)                           1,890,861                  -            (20,000)                  -
Aircraft and railcar maintenance                           851,680                  -            139,593                   -
Asset management fees to Managing Member                   775,954            770,623            475,384             353,209
Cost reimbursements to Managing Member                     753,733            757,879             96,970             243,271
Professional fees                                          286,000            110,555            104,904              54,010
(Recoveries of) provision for doubtful accounts           (250,000)           475,000            (50,000)             75,000
Franchise fees and income taxes                            124,239             62,902            124,239              62,902
Other                                                      193,425            316,948            103,391             181,293
                                                 ------------------ ------------------ ------------------ -------------------
                                                        18,370,042         17,676,812          7,265,020           8,526,127
                                                 ------------------ ------------------ ------------------ -------------------
Net (loss) income                                     $ (3,034,019)        $ (445,007)         $ 345,679          $ (365,999)
                                                 ================== ================== ================== ===================

Net (loss) income:
   Managing member                                       $ 500,404          $ 500,592          $ 250,117           $ 250,296
   Other members                                        (3,534,423)          (945,599)            95,562            (616,295)
                                                 ------------------ ------------------ ------------------ -------------------
                                                      $ (3,034,019)        $ (445,007)         $ 345,679          $ (365,999)
                                                 ================== ================== ================== ===================
Net (loss) income per Limited Liability
   Company Unit                                            $ (0.26)           $ (0.07)            $ 0.01             $ (0.08)
Weighted average number of Units outstanding            13,570,188         13,570,188         13,570,188          13,570,188
</TABLE>

                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          Accumulated
                                                                                             Other
                                                                                         Comprehensive
                                          Other Members                 Managing            Income
                                    Units             Amount             Member             (Loss)              Total
<S>                                  <C>               <C>                        <C>        <C>                <C>
Balance December 31, 2002            13,570,188        $71,908,105                $ -        $(5,381,342)       $ 66,526,763
Distributions to members                                (6,171,654)          (500,404)                            (6,672,058)
Unrealized change in value of
   interest rate swap contracts                                  -                  -          1,184,760           1,184,760
Net (loss) income                                       (3,534,423)           500,404                             (3,034,019)
                               ----------------- ------------------ ------------------ ------------------ -------------------
Balance June 30, 2003                13,570,188        $62,202,028                $ -        $(4,196,582)       $ 58,005,446
                               ================= ================== ================== ================== ===================
</TABLE>

                             See accompanying notes.



                                       5
<PAGE>

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                           Three Months
                                                               Ended June 30,                        Ended June 30,
                                                          2003               2002               2003                2002
Operating activities:
<S>                                                      <C>                  <C>                 <C>                <C>
Net (loss) income                                        $ (3,034,019)        $ (445,007)         $ 345,679          $ (365,999)
Adjustments to reconcile net (loss) income to cash
   provided by operating activities:
   Depreciation and amortization                           10,589,670         11,924,692          5,158,703           5,899,599
   Gain on sales of assets                                   (689,655)          (256,871)          (535,240)           (273,326)
   Impairment losses (recoveries)                           1,890,861                  -            (20,000)                  -
   (Recovery of) provision for doubtful accounts             (250,000)           475,000            (50,000)             75,000
   Changes in operating assets and liabilities:
      Accounts receivable                                     554,532            887,517          1,600,635           1,245,939
      Due from Managing Member                                171,119                  -                  -                   -
      Other assets                                             15,000             15,000              7,500               7,500
      Accounts payable, Managing Member                       111,073            263,652           (149,575)           (112,794)
      Accounts payable, other                                 342,473           (345,364)           367,893              75,619
      Accrued interest expense                                (13,995)            23,188            (42,146)            (38,244)
      Unearned lease income                                   (69,042)           (74,502)          (315,435)           (689,531)
                                                    ------------------ ------------------ ------------------ -------------------
Net cash provided by operations                             9,618,017         12,467,305          6,368,014           5,823,763
                                                    ------------------ ------------------ ------------------ -------------------
</TABLE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                           Three Months
                                                               Ended June 30,                        Ended June 30,
                                                          2003               2002               2003                2002
<S>                                                      <C>                  <C>                 <C>                <C>
Investing activities:
Reduction of net investment in direct financing
   leases                                                     908,384          2,037,467            630,344           1,628,146
Proceeds from sales of assets                              12,256,835          1,145,326         10,235,678           1,069,276
                                                    ------------------ ------------------ ------------------ -------------------
Net cash provided by investing activities                  13,165,219          3,182,793         10,866,022           2,697,422
                                                    ------------------ ------------------ ------------------ -------------------

Financing activities:
Borrowings on line of credit                                8,200,000          5,800,000          4,300,000           2,000,000
Repayments of line of credit                              (10,300,000)        (4,300,000)        (8,400,000)           (800,000)
Proceeds of long-term debt                                          -          3,900,000                  -                   -
Repayments of long-term debt                              (14,903,000)       (14,706,000)        (9,482,000)         (5,902,000)
Repayments of non-recourse debt                              (167,854)          (152,248)          (167,854)           (152,248)
Distributions to other members                             (6,171,654)        (6,173,970)        (3,084,779)         (3,086,989)
Distributions to Managing Member                             (500,404)          (500,592)          (250,117)           (250,296)
                                                    ------------------ ------------------ ------------------ -------------------
Net cash provided by financing activities                 (23,842,912)       (16,132,810)       (17,084,750)         (8,191,533)
                                                    ------------------ ------------------ ------------------ -------------------
Net (decrease) increase in cash and cash
   equivalents                                             (1,059,676)          (482,712)           149,286             329,652
Cash and cash equivalents at beginning of
   period                                                   2,263,479          2,269,137          1,054,517           1,456,773
                                                    ------------------ ------------------ ------------------ -------------------
Cash and cash equivalents at end of period                $ 1,203,803        $ 1,786,425        $ 1,203,803         $ 1,786,425
                                                    ================== ================== ================== ===================

Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                  $ 3,168,475        $ 3,235,025        $ 1,173,982         $ 1,539,938
                                                    ================== ================== ================== ===================

Schedule of non-cash transactions:
Change in fair value of interest rate swap contracts      $ 1,184,760          $ 716,027          $ 873,930           $ 518,473
                                                    ================== ================== ================== ===================
</TABLE>


                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.  The
unaudited interim financial statements reflect all adjustments which are, in the
opinion of the  Managing  Member,  necessary  to a fair  statement  of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements should be read in conjunction with the financial statements and notes
thereto  contained  in the report on Form 10-K for the year ended  December  31,
2002, filed with the Securities and Exchange Commission.


2.  Organization and Company matters:

ATEL Capital Equipment Fund VIII, LLC. (the Company),  was formed under the laws
of the state of  California  on July 31,  1998,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                     Depreciation
                                  Balance                             Expense or          Reclassi-           Balance
                                December 31,       Impairment        Amortization       fications or          June 30,
                                    2002             Losses            of Leases        Dispositions            2003
Net investment in operating
<S>                               <C>                <C>             <C>                <C>                    <C>
   leases                         $119,404,269       $ (1,890,861)   $ (10,401,597)     $ (7,169,271)          $ 99,942,540
Net investment in direct
   financing leases                 11,233,604                  -           (908,384)         2,150,693          12,475,913
Assets held for sale or lease       20,401,035                  -                  -         (9,161,102)         11,239,933
Reserves for losses                 (2,612,500)                 -                  -          2,612,500                   -
Initial direct costs, net of
   accumulated amortization            674,355                  -           (188,073)                 -             486,282
                              ----------------- ------------------ ------------------ ------------------ -------------------
                                  $149,100,763       $ (1,890,861)     $ (11,498,054)      $(11,567,180)      $ 124,144,668
                              ================= ================== ================== ================== ===================
</TABLE>




                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                  Depreciation
                                  Balance          Expense and         Acquisitions, Dispositions &           Balance
                                December 31,       Impairment               Reclassifications                 June 30,
                                    2002             Losses           1st Quarter        2nd Quarter            2003

<S>                             <C>               <C>                   <C>               <C>                  <C>
Manufacturing                   $   49,700,635    $             -       $ (3,611,588)     $  (1,388,346)       $ 44,700,701
Transportation, rail                21,054,669                  -         12,618,467            179,679          33,852,815
Transportation, other               23,438,156                  -           (135,378)                 -          23,302,778
Containers                          21,207,500                  -                  -                  -          21,207,500
Aircraft                            32,810,139                                     -        (17,362,102)         15,448,037
Natural gas compressors             14,051,601                  -                  -           (374,152)         13,677,449
Materials handling                   7,380,720                  -                  -                  -           7,380,720
Other                               14,118,402                  -            (20,150)        (2,700,242)         11,398,010
                              ----------------- ------------------ ------------------ ------------------ -------------------
                                   183,761,822                  -          8,851,351        (21,645,163)        170,968,010
Less accumulated depreciation      (64,357,553)       (12,292,458)        (3,769,534)         9,394,075         (71,025,470)
                              ----------------- ------------------ ------------------ ------------------ -------------------
                                $  119,404,269    $   (12,292,458)   $     5,081,817       $(12,251,088)       $ 99,942,540
                              ================= ================== ================== ================== ===================
</TABLE>

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $517,926. The charges related to an aircraft on lease to
Emery  Worldwide.  The impairment  resulted from decreased  estimated cash flows
expected to be generated by the assets upon sale to the lessee.

Direct financing leases:

As of June 30, 2003,  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, 2003:

Total minimum lease payments receivable                       $ 11,900,323
Estimated residual values of leased equipment (unguaranteed)     4,576,911
                                                             --------------
Investment in direct financing leases                           16,477,234
Less unearned income                                            (4,001,321)
                                                             --------------
Net investment in direct financing leases                     $ 12,475,913
                                                             ==============

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



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

At June 30, 2003, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                             Direct
                                         Operating          Financing
                                          Leases             Leases              Total
<S>                                        <C>                <C>                <C>
 Six months ending December 31, 2003       $12,121,117        $ 1,384,244        $ 13,505,361
       Year ending December 31, 2004        15,061,852          2,627,548          17,689,400
                                2005        12,450,336          2,591,233          15,041,569
                                2006         8,308,771          2,342,138          10,650,909
                                2007         6,354,948            908,388           7,263,336
                          Thereafter         5,230,766          2,046,772           7,277,538
                                     ------------------ ------------------ -------------------
                                           $59,527,790       $ 11,900,323        $ 71,428,113
                                     ================== ================== ===================
</TABLE>


4.  Non-recourse debt:

At June 30,  2003,  non-recourse  debt  consists of notes  payable to  financial
institutions.  The notes are due in varying quarterly and semi-annual  payments.
Interest on the notes is at rates from 7.98% to 10.0%.  The notes are secured by
assignments of lease payments and pledges of assets.  The notes mature from 2002
through 2006.

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

<TABLE>
<CAPTION>
                                         Principal          Interest             Total

<S>                                          <C>                <C>                 <C>
 Six months ending December 31, 2003         $ 230,061          $ 342,563           $ 572,624
       Year ending December 31, 2004         4,425,556            170,437           4,595,993
                                2005           418,256             77,737             495,993
                                2006           461,128             34,865             495,993
                                     ------------------ ------------------ -------------------
                                           $ 5,535,001          $ 625,602         $ 6,160,603
                                     ================== ================== ===================
</TABLE>




                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


5.  Other long-term debt:

In 1999, the Company entered into a $70 million receivables funding program (the
Program) (which was  subsequently  increased to $125 million) with a receivables
financing  company that issues  commercial  paper rated A1 by Standard and Poors
and  P1 by  Moody's  Investor  Services.  Under  the  Program,  the  receivables
financing  company  receives  a  general  lien  against  all  of  the  otherwise
unencumbered  assets of the Company.  The Program  provides  for  borrowing at a
variable  interest  rate  (1.6178%  at June 30,  2003),  based on an index of A1
commercial  paper.  As of June 30, 2002, the Program was closed as to additional
borrowings.

The Program  requires the Managing  Member to enter into various  interest  rate
swaps with a financial  institution  (also rated A1/P1) to manage  interest rate
exposure  associated  with  variable  rate  obligations  under  the  Program  by
effectively  converting  the variable  rate debt to fixed rates.  As of June 30,
2002,  the  Company  receives  or  pays  interest  on a  notional  principal  of
$48,009,000, based on the difference between nominal rates ranging from 3.60% to
7.72% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.

 Borrowings under the Program are as follows:

                             Original            Balance            Rate on
                              Amount            June 30,         Interest Swap
        Date Borrowed        Borrowed             2003             Agreement
          11/11/1999           $20,000,000        $ 4,529,000       6.840%
          12/21/1999            20,000,000         13,817,000       7.410%
          12/24/1999            25,000,000          5,673,000       7.440%
          4/17/2000              6,500,000          3,223,000       7.450%
          4/28/2000              1,900,000            444,000       7.720%
           8/3/2000             19,000,000         10,503,000       7.500%
          10/31/2000             7,500,000          3,682,000       7.130%
          1/29/2001              8,000,000                  -       5.910%
           6/1/2001              2,000,000            357,000       5.040%
           9/1/2001              9,000,000          3,333,000       4.350%
          1/31/2002              3,900,000          2,448,000       3.600%
                         ------------------ ------------------
                              $122,800,000        $48,009,000
                         ================== ==================






                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


5.  Other long-term debt (continued):

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

<TABLE>
<CAPTION>
                                                                                                     Rates on
                                                                                                  Interest Swap
                                           Principal          Interest             Total           Agreements*

<S>                                          <C>                <C>               <C>            <C>      <C>
   Six months ending December 31, 2003       $ 9,151,000        $ 1,539,808       $ 10,690,808   6.964% - 6.974%
         Year ending December 31, 2004        13,051,000          2,282,699         15,333,699   6.965% - 6.996%
                                  2005        10,402,000          1,497,000         11,899,000   7.022% - 7.133%
                                  2006         6,950,000            884,435          7,834,435   7.166% - 7.198%
                                  2007         4,701,000            439,685          5,140,685   7.108% - 7.164%
                                  2008         3,025,000            169,486          3,194,486   6.175% - 6.870%
                                  2009           729,000              9,149            738,149   4.980% - 5.006%
                                       ------------------ ------------------ ------------------
                                             $48,009,000        $ 6,822,262       $ 54,831,262
                                       ================== ================== ==================
</TABLE>

* Represents the range of monthly weighted average fixed interest rates paid for
amounts  maturing in the particular year. The  receive-variable  rate portion of
the swap represents commercial paper rates (1.6178% at June 30, 2003).


6.  Related party transactions:

The terms of the Limited Company  Operating  Agreement provide that the Managing
Member  and/or  affiliates  are entitled to receive  certain fees for  equipment
acquisition, management and resale and for management of the Company.

The Limited Liability  Company Operating  Agreement allows for the reimbursement
of costs incurred by the Managing Member in providing 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.








                                       11
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


6.  Related party transactions (continued):

The  Managing   Member   and/or   affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Liability Company Agreement during the
six and three month periods ended June 30, 2003 and 2002 as follows:


<TABLE>
<CAPTION>
                                                         Six Months                           Three Months
                                                       Ended June 30,                        Ended June 30,
                                                  2003               2002               2003                2002
<S>                                                 <C>                <C>                <C>                 <C>
Asset management fees to Managing Member            $ 775,954          $ 770,623          $ 475,384           $ 353,209
Administrative costs reimbursed to Managing
   Member                                             753,733            757,879             96,970             243,271
                                            ------------------ ------------------ ------------------ -------------------
                                                  $ 1,529,687        $ 1,528,502          $ 572,354           $ 596,480
                                            ================== ================== ================== ===================
</TABLE>


7. Member's capital:

As of June 30, 2003, 13,570,188 Units were issued and outstanding. The Company's
registration  statement  with the  Securities  and  Exchange  Commission  became
effective December 7, 1998. The offering was concluded on November 30, 2000. The
Company is authorized to issue up to  15,000,050  Units,  including the 50 Units
issued to the initial members.

The  Company's  Net Income,  Net  Losses,  and  Distributions  as defined in the
Limited Liability  Company Operating  Agreement 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  $56,736,746  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of June 30, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Company under the acquisition
   facility                                                 $      8,500,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility             18,000,000
                                                          -------------------
Total borrowings under the acquisition facility                   26,500,000
Amounts borrowed by the Managing Member and its sister
   corporation under the warehouse facility                                -
                                                          -------------------
Total outstanding balance                                  $      26,500,000
                                                          ===================

Total available under the line of credit                   $      56,736,746
Total outstanding balance                                        (26,500,000)
                                                          -------------------
Remaining availability                                     $      30,236,746
                                                          ===================



                                       12
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


8.  Line of credit (continued):

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the fund and the Managing Member.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower. The Company was in compliance with its covenants as of June 30, 2003.


9.  Commitments:

As of June 30,  2003,  the Company had no  outstanding  commitments  to purchase
lease equipment.


10.  Other comprehensive income:

In 2003 and 2002, other comprehensive income consisted of the following:

<TABLE>
<CAPTION>
                                                                  Six Months                           Three Months
                                                                Ended June 30,                        Ended June 30,
                                                           2003               2002               2003                2002

<S>                                                       <C>                  <C>                 <C>                <C>
Net (loss) income                                         $ (3,034,019)        $ (445,007)         $ 345,679          $ (365,999)
Other comprehensive income:
Change in fair value of interest rate swap contracts         1,184,760            716,027            873,930             518,473
                                                     ------------------ ------------------ ------------------ -------------------
Comprehensive net (loss) income                           $ (1,849,259)         $ 271,020        $ 1,219,609           $ 152,474
                                                     ================== ================== ================== ===================
</TABLE>

There were no other sources of comprehensive net income.



                                       13
<PAGE>

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

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

Capital Resources and Liquidity

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

During  2003,  the  Company's  primary  sources  of  liquidity  were  rents from
operating  leases and proceeds from the sales of lease assets.  During 2002, the
Company's  primary  source of liquidity  was rents from  operating  leases.  The
liquidity of the Company will vary in the future,  increasing to the extent cash
flows from leases exceed expenses,  and decreasing as lease assets are acquired,
as distributions  are made to the members and to the extent expenses exceed cash
flows from leases.

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

The Company  participates with the Managing Member and certain of its affiliates
in a  $56,736,746  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of June 30, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Company under the acquisition
   facility                                                 $      8,500,000
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility             18,000,000
                                                          -------------------
Total borrowings under the acquisition facility                   26,500,000
Amounts borrowed by the Managing Member and its sister
   corporation under the warehouse facility                                -
                                                          -------------------
Total outstanding balance                                  $      26,500,000
                                                          ===================

Total available under the line of credit                   $      56,736,746
Total outstanding balance                                        (26,500,000)
                                                          -------------------
Remaining availability                                     $      30,236,746
                                                          ===================

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships  and limited  liability  companies,  the  Company and the  Managing
Member.

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

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

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  There were no such  commitments as of
June 30, 2003.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Company  inasmuch as the residual  (resale) values and rates on re-leases of the
Company's  leased assets may increase as the costs of similar  assets  increase.
However, the Company's revenues from existing leases would not increase, as such
rates are generally  fixed for the terms of the leases  without  adjustment  for
inflation.

If interest rates increase  significantly,  the lease rates that the Company can
obtain on future leases will be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.



                                       14
<PAGE>

Cash Flows

During the first half of 2003,  the Company's  primary  sources of liquidity was
operating  lease rents and proceeds from the sales of lease  assets.  During the
first half of 2002,  the  Company's  primary  source of liquidity  was operating
lease rents.

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

Rents from direct financing leases were the most significant source of cash from
investing activities in 2002. In 2003, the most significant source of cash flows
from investing activities was proceeds from the sales of lease assets.

Sources of cash from financing activities consisted of borrowings on the line of
credit (2003 and 2002) and proceeds of long-term debt (2002).  Financing uses of
cash included  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

Operations  resulted in a net loss of $3,034,019  for the six month period ended
June 30, 2003 and net income of $345,679  for the three month  period ended June
30,  2003.  In 2002,  operations  resulted in a net loss of $445,007 for the six
month  period  ended June 30 and a net loss of $365,999  for the second  quarter
then ended. 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 decrease in future  periods as
leases mature and lease assets are sold.

Asset  management  fees are based on the gross lease  rents of the Company  plus
proceeds  from the sales of lease  assets.  Such  fees are  limited  to  certain
percentages of lease rents, distributions to members and certain other items. As
lease  assets  are sold and as  revenues  decline,  these fees are  expected  to
decrease.

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

In the six  months  ended  June 30,  2003,  the  Company  incurred  $806,180  of
maintenance  costs  relating to  railcars.  In the second  quarter of 2003,  the
Company incurred  $134,093 of such costs.  These costs were incurred in order to
be able to place the  railcars on a new lease.  The costs did not  increase  the
useful life of the assets or increase their value in the marketplace. No similar
costs were incurred during the comparable periods ended June 30, 2002.

Interest expense has decreased  compared to 2002 due to debt repayments over the
last year,  thereby  decreasing  the average  balances of  outstanding  interest
bearing debt.


Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

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

In general,  the Company manages its exposure to interest rate risk by obtaining
fixed rate debt. The fixed rate debt is structured so as to match the cash flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction of the debt. Furthermore, the Company has historically been able to
maintain  a stable  spread  between  its cost of funds and lease  yields in both
periods  of  rising  and  falling  interest  rates.  Nevertheless,  the  Company
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating  rate  line of  credit  is  repaid.  As of June  30,  2003,  there  was
$8,500,000 outstanding on the floating rate line of credit.

The Company entered into a receivables  funding facility in 1999. Since interest
on the outstanding balances under the facility varies, the Company is exposed to
market risks associated with changing interest rates. To hedge its interest rate
risk, the Company enters into interest rate swaps that  effectively  convert the
underlying interest characteristic on the facility from floating to fixed. Under
the swap agreements, the Company makes or receives variable interest payments to
or  from  the  counterparty  based  on a  notional  principal  amount.  The  net
differential  paid or received by the Company is  recognized as an adjustment to
interest expense related to the facility  balances.  The amount paid or received
represents  the  difference  between the  payments  required  under the variable
interest  rate  facility  and the  amounts  due under the  facility at the fixed
(hedged) interest rate.



                                       15
<PAGE>

As of June  30,  2003,  borrowings  on the  facility  were  $48,009,000  and the
associated  variable interest rate was 1.2178%.  The average fixed interest rate
achieved  with the swap  agreements  was 6.965% at June 30, 2003. As of June 30,
2003, the estimated fair value of the interest rate swaps was $4,196,582.

Item 4.  Controls and procedures.

Internal Controls

As of June 30, 2003, an evaluation was performed  under the supervision and with
the participation of the Company's management,  including the CEO and CFO of the
Managing  Member,  of the  effectiveness  of the  design  and  operation  of the
Company's  disclosure  controls and procedures.  Based on that  evaluation,  the
Company's  management,  including  the  CEO  and  CFO  of the  Managing  Member,
concluded that the Company's  disclosure  controls and procedures were effective
as of June 30, 2003.  There have been no  significant  changes in the  Company's
internal controls or in other factors that could  significantly  affect internal
controls subsequent to June 30, 2003.

Changes in internal controls

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

Evaluation of disclosure controls and procedures

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

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

Burlington Northern Santa Fe Corporation:

On July 2,  2003,  a claim was filed by the  Managing  Member,  on behalf of the
Company,  against the lessee in San  Francisco  due to a dispute over the return
condition of the leased equipment. Contemporaneous with the filing of its claim,
the lessee  filed a claim  against  the  Company in Texas.  Notwithstanding  the
respective  filed  claims,  the Company is seeking a resolution  with the lessee
outside of litigation. The Company feels that there is a reasonable basis for it
to resolve its claims  satisfactorily  with the  lessee.  It is too early in the
process to  determine  if any  liability  will be  incurred  as a result of this
litigation.

Solectron:

This is a matter  where the Company has declared a lessee in default for failure
to pay rent in a timely  manner,  and for other  various  defaults.  A claim was
filed on August 29, 2002, by the Managing Member,  on behalf of the Company,  in
the amount of  $13,332,328.10.  The lessee  filed a  counter-claim  against  the
Company  asserting unfair business  practices.  An additional  demand letter was
issued on March  27,  2003,  alleging  the  failure  of the  lessee to  properly
maintain the equipment it leased from the Company. The Company continues to seek
resolution  of its  claims  with the  lessee.  The  Company  feels that it has a
reasonable basis for success of some, if not all, of its claims in this matter.


Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.



                                       16
<PAGE>

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

(a)   Documents filed as a part of this report

        1. Financial Statements

           Included in Part I of this report:

               Balance Sheets, June 30, 2003 and December 31, 2002.

               Statements  of  operations  for the six and three  month  periods
               ended June 30, 2003 and 2002.

               Statement  of  changes  in  partners'  capital  for the six month
               period ended June 30, 2003.

               Statements  of cash  flows  for the six and three  month  periods
               ended June 30, 2003 and 2002.

               Notes to the Financial Statements

        2. Financial Statement Schedules

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

(b)   Report on Form 8-K

               None



                                       17
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  report on Form 10Q of ATEL Capital  Equipment
Fund VIII, LLC, (the "Company") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial Services, LLC, managing member of the Company, hereby certify that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ Dean L. Cash
----------------------------------------------
Dean L. Cash
President and Chief Executive
Officer of Managing Member
August 12, 2003

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  report on Form 10Q of ATEL Capital  Equipment
Fund VIII, LLC, (the "Company") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial  Services,  LLC,  managing member of the Company,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ Paritosh K. Choksi
----------------------------------------------
Paritosh K. Choksi
Executive Vice President of Managing
Member, Principal financial officer of registrant
August 12, 2003


                                       18
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:      August 12, 2003


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


                                       19
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:      August 12, 2003


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


                                       20
<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 12, 2003

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



                        By: ATEL Financial Services, LLC
                          Managing Member of Registrant




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




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



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

                                       21
<PAGE>