Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    |X|    Quarterly Report Pursuant to Section 13
                           or 15(d) of the Securities Exchange Act
                           of 1934. For the quarterly period ended
                           September 30, 2002

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

                        Commission File Number 333-62477

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)

                                     ASSETS

                                                 2002               2001
                                                 ----               ----

Cash and cash equivalents                      $   1,481,169      $   2,269,137

Accounts receivable, net of allowance for
     doubtful accounts of $516,365 in 2002
     and $41,365 in 2001                           2,446,146          3,256,527

Other assets                                          62,500             85,000

Investments in leases                            157,938,251        178,999,739
                                           ------------------ ------------------
Total assets                                    $161,928,066       $184,610,403
                                           ================== ==================


                        LIABILITIES AND MEMBERS' CAPITAL


Long-term debt                                  $ 68,961,000       $ 85,369,000
Non-recourse debt                                  5,862,716          6,014,964
Line of credit                                     7,100,000          2,500,000

Accounts payable                                     512,650            838,267

Accrued interest payable                             140,628             76,980

Interest rate swap contracts                       3,593,630          4,700,622

Unearned operating lease income                    2,269,005          1,748,618
                                           ------------------ ------------------
Total liabilities                                 88,439,629        101,248,451
                                           ------------------ ------------------
Members' capital                                  73,488,437         83,361,952
                                           ------------------ ------------------
Total liabilities and members' capital          $161,928,066       $184,610,403
                                           ================== ==================




                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Nine Months                           Three Months
                                                      Ended September 30,                   Ended September 30,
                                                      -------------------                   -------------------
                                                    2002               2001               2002               2001
                                                    ----               ----               ----               ----
Revenues:
   Leasing activities:
<S>                                                 <C>                <C>                <C>                <C>
      Operating leases                              $23,862,863        $32,328,224        $ 7,493,350        $ 9,304,558
      Direct financing leases                           625,944            693,523            212,708            185,381
      Gain (loss) on sales of assets                    230,089          1,788,113            (26,782)                 -
Interest                                                 12,495            124,378              3,460             14,554
Other                                                   185,097             26,921              1,947              1,012
                                              ------------------ ------------------ ------------------ ------------------
                                                     24,916,488         34,961,159          7,684,683          9,505,505
Expenses:
Depreciation and amortization                        17,635,864         25,203,081          5,711,172         10,421,957
Interest expense                                      4,719,523          7,245,633          1,461,310          1,670,772
Asset management fees to Managing Member              1,152,763          1,445,643            382,140            435,665
Cost reimbursements to Managing Member                  793,772            741,886             35,893            215,621
Provision for doubtful accounts                         475,000                  -                  -                  -
Provision for losses on lease assets                    400,000                  -            400,000                  -
Professional fees                                       116,922            193,582              6,367              8,152
Other                                                   591,388            224,010            211,538             60,288
                                              ------------------ ------------------ ------------------ ------------------
                                                     25,885,232         35,053,835          8,208,420         12,812,455
                                              ------------------ ------------------ ------------------ ------------------
Net loss                                             $ (968,744)         $ (92,676)        $ (523,737)       $(3,306,950)
                                              ================== ================== ================== ==================

Net income (loss):
   Managing member                                    $ 750,882          $ 754,604          $ 250,290          $ 251,156
   Other members                                     (1,719,626)          (847,280)          (774,027)        (3,558,106)
                                              ------------------ ------------------ ------------------ ------------------
                                                     $ (968,744)         $ (92,676)        $ (523,737)       $(3,306,950)
                                              ================== ================== ================== ==================

Net loss per Limited Liability Company
   Unit                                                 $ (0.13)           $ (0.06)           $ (0.06)           $ (0.26)
Weighted average number of Units outstanding         13,570,188         13,570,188         13,570,188         13,570,188
</TABLE>



                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                                Other
                                             Other Members                 Managing         Comprehensive
                                             -------------
                                       Units             Amount             Member             Income              Total
                                       -----             ------             ------             ------              -----
<S>                                     <C>               <C>                        <C>        <C>               <C>
Balance December 31, 2001               13,570,188        $88,062,574                $ -        $(4,700,622)      $ 83,361,952
Unrealized decrease in value of
   interest rate swap contracts                                     -                  -          1,106,992          1,106,992
Distributions to members                                   (9,260,881)          (750,882)                 -        (10,011,763)
Net loss                                                   (1,719,626)           750,882                  -           (968,744)
                                  ----------------- ------------------ ------------------ ------------------ ------------------
Balance September 30, 2002              13,570,188        $77,082,067                $ -        $(3,593,630)      $ 73,488,437
                                  ================= ================== ================== ================== ==================
</TABLE>




                             See accompanying notes.




                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine Months                           Three Months
                                                                 Ended September 30,                   Ended September 30,
                                                                 -------------------                   -------------------
                                                               2002               2001               2002               2001
                                                               ----               ----               ----               ----
Operating activities:
<S>                                                             <C>                 <C>               <C>               <C>
Net loss                                                        $ (968,744)         $ (92,676)        $ (523,737)       $(3,306,950)
Adjustments to reconcile net loss  to
   cash provided by operating activities:
   Depreciation                                                 17,635,864         25,203,081          5,711,172         10,421,957
   (Gain) loss on sales of assets                                 (230,089)        (1,788,113)            26,782                  -
   Provision for doubtful accounts                                 475,000                  -                  -                  -
   Provision for losses on lease assets                            400,000                  -            400,000                  -
   Changes in operating assets and liabilities:
      Accounts receivable                                          335,381            (92,191)          (552,136)        (1,063,310)
      Other assets                                                  22,500             22,500              7,500              7,500
      Accounts payable, Managing Member                                  -           (695,548)          (263,652)          (509,889)
      Accounts payable, other                                     (325,617)           277,384             19,747            384,584
      Accrued interest payable                                      63,648           (108,380)            40,460            (49,338)
      Unearned lease income                                        520,387            555,270            594,889            960,303
                                                         ------------------ ------------------ ------------------ ------------------
Net cash provided by operations                                 17,928,330         23,281,327          5,461,025          6,844,857
                                                         ------------------ ------------------ ------------------ ------------------

Investing activities:
Reduction of net investment in direct financing
   leases                                                        2,294,372          1,930,535            256,905            533,700
Proceeds from sales of assets                                    1,292,530          8,601,318            147,204                  -
Purchases of equipment on direct financing leases                 (293,750)          (810,271)          (293,750)                 -
Payment of initial direct costs                                    (37,439)          (145,831)           (37,439)                 -
Purchases of equipment on operating leases                               -        (27,938,716)                 -                  -
                                                         ------------------ ------------------ ------------------ ------------------
Net cash provided by (used in) investing
   activities                                                    3,255,713        (18,362,965)            72,920            533,700
                                                         ------------------ ------------------ ------------------ ------------------
</TABLE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months                           Three Months
                                                                 Ended September 30,                   Ended September 30,
                                                                 -------------------                   -------------------
                                                               2002               2001               2002               2001
                                                               ----               ----               ----               ----
Financing activities:
<S>                                                             <C>                 <C>               <C>               <C>
Borrowings under line of credit                                  8,900,000         20,756,335          3,100,000          4,000,000
Repayments of line of credit                                    (4,300,000)       (19,756,335)                 -        (12,223,497)
Proceeds of long-term debt                                       3,900,000         19,000,000                  -          9,000,000
Repayments of long-term debt                                   (20,308,000)       (14,325,000)        (5,602,000)        (5,177,000)
Distributions to members                                        (9,260,881)        (9,316,505)        (3,086,911)        (3,097,588)
Repayments of non-recourse debt                                   (152,248)        (1,165,781)                 -                  -
Distributions to managing member                                  (750,882)          (754,604)          (250,290)          (251,156)
                                                         ------------------ ------------------ ------------------ ------------------
Net cash used in financing activities                          (21,972,011)        (5,561,890)        (5,839,201)        (7,749,241)
                                                         ------------------ ------------------ ------------------ ------------------
Net decrease in cash and cash equivalents                         (787,968)          (643,528)          (305,256)          (370,684)
Cash and cash equivalents at beginning of
   period                                                        2,269,137          2,484,785          1,786,425          2,211,941
                                                         ------------------ ------------------ ------------------ ------------------
Cash and cash equivalents at end of period                     $ 1,481,169        $ 1,841,257        $ 1,481,169        $ 1,841,257
                                                         ================== ================== ================== ==================

Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                       $ 4,719,523        $ 7,245,633        $ 1,484,498        $ 1,611,730
                                                         ================== ================== ================== ==================
</TABLE>


                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and Company matters:

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                             Depreciation
                                          Balance                             Expense or          Reclassi-           Balance
                                        December 31,                         Amortization       fications or       September 30,
                                            2001            Additions          of Leases        Dispositions           2002
                                            ----            ---------          ---------        ------------           ----
<S>                                       <C>               <C>                <C>                 <C>                <C>
Net investment in operating leases        $157,746,886      $           -      $ (17,351,456)      $(15,559,069)      $124,836,361
Assets held for sale or lease                6,055,819                  -                  -         14,713,970         20,769,789
Net investment in direct financing
   leases                                   14,181,674            293,750         (2,294,372)          (217,342)        11,963,710
Initial direct costs, net of
   accumulated amortization                  1,015,360             37,439           (284,408)                 -            768,391
Reserve for losses                                   -           (400,000)                 -                  -           (400,000)
                                      ----------------- ------------------ ------------------ ------------------ ------------------
                                          $178,999,739      $     (68,811)     $ (19,930,236)     $  (1,062,441)      $157,938,251
                                      ================= ================== ================== ================== ==================
</TABLE>




                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                    Balance                                                                     Balance
                                  December 31,    Acquisitions, Dispositions & Reclassifications             September 30,
                                                  ----------------------------------------------
                                      2001        1st Quarter        2nd Quarter           3rd Quarter           2002
                                      ----        -----------        -----------           -----------           ----
<S>                               <C>                 <C>                <C>                 <C>                <C>
Manufacturing                     $   49,700,638      $           -      $           -       $         (3)      $ 49,700,635
Aircraft                              38,535,439                  -         (5,725,300)                 -         32,810,139
Transportation, other                 23,438,156                  -                  -                  -         23,438,156
Containers                            21,228,750                  -                  -            (21,250)        21,207,500
Transportation, rail                  37,626,277                  -                  -        (16,523,854)        21,102,423
Natural gas compressors               14,051,601                  -                  -                  -         14,051,601
Materials handling                     7,710,415                  -                  -            (13,349)         7,697,066
Marine vessel                          3,952,500                  -                  -                  -          3,952,500
Other                                 12,731,780           (178,918)                 -           (489,372)        12,063,490
                                ----------------- ------------------ ------------------ ------------------ ------------------
                                     208,975,556           (178,918)        (5,725,300)       (17,047,828)       186,023,510
Less accumulated depreciation        (51,228,670)        (5,852,683)        (4,384,556)           278,760        (61,187,149)
                                ----------------- ------------------ ------------------ ------------------ ------------------
                                  $  157,746,886      $  (6,031,601)     $ (10,109,856)    $  (16,769,068)      $124,836,361
                                ================= ================== ================== ================== ==================
</TABLE>

Direct financing leases:

As of September 30, 2002,  investment in direct financing leases consists office
automation  equipment.  The  following  lists the  components  of the  Company's
investment in direct financing leases as of September 30, 2002:

Total minimum lease payments receivable                           $   9,504,882
Estimated residual values of leased equipment (unguaranteed)          4,545,187
                                                              ------------------
Investment in direct financing leases                                14,050,069
Less unearned income                                                 (2,086,359)
                                                              ------------------
Net investment in direct financing leases                          $ 11,963,710
                                                              ==================

All of the property on leases was acquired in 1999, 2000, 2001 and 2002.



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

At September 30, 2002,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                               Direct
                                           Operating          Financing
                                            Leases             Leases              Total
<S>                                     <C>                   <C>              <C>
Three months ending December 31, 2002   $      7,054,625      $     885,134    $     7,939,759
        Year ending December 31, 2003         25,173,965          2,509,590         27,683,555
                                 2004         15,715,021          2,063,877         17,778,898
                                 2005         11,386,580          1,976,473         13,363,053
                                 2006          7,219,524          1,727,378          8,946,902
                           Thereafter          9,202,923            342,430          9,545,353
                                       ------------------ ------------------ ------------------
                                        $     75,752,638      $   9,504,882     $   85,257,520
                                       ================== ================== ==================
</TABLE>


4.  Non-recourse debt:

At September 30, 2002,  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 2002
through 2006.

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

<TABLE>
<CAPTION>
                                           Principal          Interest             Total

<S>                                            <C>                <C>                <C>
Three months ending December 31, 2002          $ 159,861          $ 170,840          $ 330,701
        Year ending December 31, 2003            397,915            483,617            881,532
                                 2004          4,425,556            170,437          4,595,993
                                 2005            418,256             71,737            489,993
                                 2006            461,128             34,866            495,994
                                       ------------------ ------------------ ------------------
                                             $ 5,862,716          $ 931,497        $ 6,794,213
                                       ================== ================== ==================
</TABLE>





                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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 (1.8105%
at September 30, 2002).

The Program  requires the Managing  Member to enter into various  interest  rate
swaps with a financial  institution  (also rated A1/P1) to manage  interest rate
exposure  associated  with  variable  rate  obligations  under  the  Program  by
effectively  converting  the variable rate debt to fixed rates.  As of September
30,  2002,  the Company  receives or pays  interest on a notional  principal  of
$68,961,000, 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          September 30,      Interest Swap
   Date Borrowed        Borrowed             2002             Agreement
   -------------        --------             ----             ---------
      11/11/99            $20,000,000        $ 6,861,000        6.84%
      12/21/99             20,000,000         15,268,000        7.41%
      12/24/99             25,000,000         10,198,000        7.44%
      4/17/00               6,500,000          4,064,000        7.45%
      4/28/00               1,900,000            739,000        7.72%
       8/3/00              19,000,000         12,869,000        7.50%
      10/31/00              7,500,000          4,825,000        7.13%
      1/29/01               8,000,000          5,391,000        5.91%
       6/1/01               2,000,000            982,000        5.04%
       9/1/01               9,000,000          4,401,000        4.35%
      1/31/02               3,900,000          3,363,000        3.60%
                    ------------------ ------------------
                         $122,800,000        $68,961,000
                    ================== ==================






                                       10
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


5.  Other long-term debt (continued):

Other  long-term debt borrowings  mature from 2002 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>
Three months ending December 31, 2002         $ 6,079,000        $ 1,142,574        $ 7,221,574  6.854%-6.860%
        Year ending December 31, 2003          21,043,000          3,636,621         24,679,621  6.865%-6.901%
                                 2004          15,092,000          2,394,241         17,486,241  6.896%-6.962%
                                 2005          11,351,000          1,507,894         12,858,894  6.985%-7.137%
                                 2006           6,950,000            884,435          7,834,435  7.172%-7.203%
                                 2007           4,701,000            439,685          5,140,685  6.896%-7.028%
                                 2008           3,025,000            169,486          3,194,486  6.214%-6.887%
                                 2009             720,000              9,149            729,149  5.042%-5.068%
                                        ------------------ ------------------ ------------------
                                              $68,961,000        $10,184,085       $ 79,145,085
                                        ================== ================== ==================
</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 (1.8105% at September 30, 2002).


6.  Related party transactions:

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

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

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





                                       11
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


6.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                      2002               2001
                                                                                      ----               ----
<S>                                                                                   <C>                <C>
Asset management fees to Managing Member                                              $ 1,152,763        $ 1,445,643
Cost reimbursements to Managing Member                                                    793,772            741,886
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
   Company units, deducted from Other Members' capital)                                         -          5,716,800
Reimbursement of other syndication costs to Managing Member                                     -          2,788,098
                                                                                ------------------ ------------------
                                                                                      $ 1,946,535       $ 10,692,427
                                                                                ================== ==================
</TABLE>


7. Member's capital:

As of  September  30,  2002,  13,570,188  Units  ($135,701,880)  were issued and
outstanding.  The  Company's  registration  statement  with the  Securities  and
Exchange Commission became effective December 7, 1998. The Company is authorized
to issue up to  15,000,050  Units,  including the 50 Units issued to the initial
members.

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



                                       12
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


8.  Line of credit:

The Company  participates with the Managing Member and certain of its affiliates
in a  $43,654,928  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of September 30, 2002, borrowings under the facility were as follows:

Amount  borrowed by the fund under the acquisition facility       $   7,100,000
Amounts borrowed by affiliated partnerships and limited liability
     companies under the acquisition facility                        14,800,000
                                                                  --------------
Total borrowings under the acquisition facility                      21,900,000
Amounts borrowed by the Managing Member and its sister
     corporation under the warehouse facility                                 -
                                                                  --------------
Total outstanding balance                                          $ 21,900,000
                                                                  ==============

Total available under the line of credit                           $ 43,654,928
Total outstanding balance                                           (21,900,000)
                                                                  --------------
Remaining availability                                             $ 21,754,928
                                                                  ==============

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 fund was in  compliance  with its  covenants as of September  30,
2002.









                                       13
<PAGE>

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

Capital Resources and Liquidity

During the first nine  months of 2002and  2001,  the our  primary  activity  was
engaging in equipment leasing activities.

Our liquidity will vary in the future,  increasing to the extent cash flows from
leases  exceed  expenses,  and  decreasing  as lease  assets  are  acquired,  as
distributions  are made to the  members and to the extent  expenses  exceed cash
flows from leases.

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

The Company  participates with the Managing Member and certain of its affiliates
in a  $43,654,928  revolving  line of credit with a financial  institution  that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of September 30, 2002, borrowings under the facility were as follows:

Amount  borrowed by the fund under the acquisition facility       $   7,100,000
Amounts borrowed by affiliated partnerships and limited liability
     companies under the acquisition facility                        14,800,000
                                                                  --------------
Total borrowings under the acquisition facility                      21,900,000
Amounts borrowed by the Managing Member and its sister
     corporation under the warehouse facility                                 -
                                                                  --------------
Total outstanding balance                                          $ 21,900,000
                                                                  ==============

Total available under the line of credit                           $ 43,654,928
Total outstanding balance                                           (21,900,000)
                                                                  --------------
Remaining availability                                             $ 21,754,928
                                                                  ==============

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.

We anticipate  reinvesting a portion of lease  payments from assets owned in new
leasing   transactions.   We  will  reinvest  only  after  the  payment  of  all
obligations,  including debt service (both principal and interest),  the payment
of management and acquisition fees to the Managing Member and providing for cash
distributions to the Other Members.

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

We have  not made any  commitments  of  capital,  nor do we  expect  to make any
commitments,  except for the acquisition of additional equipment. We had made no
such commitments as of September 30, 2002.

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

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

Cash Flows

During the first nine months of 2002 and 2001,  our primary  source of liquidity
was operating lease rents.

Our primary source of cash flows from operating  activities was operating  lease
revenues in both 2002 and on 2001.

In 2001,  our most  significant  source of cash  flows  from  investing  was the
proceeds that we received  from the sales of lease assets.  In the third quarter
of 2001, our only significant source of cash from investing activities was rents
from direct financing  leases.  In 2002, rents from direct financing leases were
the most  significant  source of cash from investing  activities.  We received a
smaller  amount as proceeds from the sales of lease assets than in 2001. In both
years,  we used of cash in investing  activities to purchase lease assets and to
pay initial direct costs related to the asset purchases.



                                       14
<PAGE>

In 2001,  our only  sources of cash from  financing  activities  was proceeds of
long-term debt and borrowings on the line of credit. In 2002, our only financing
sources  of cash  were  borrowings  under  the line of credit  and  proceeds  of
long-term  debt. Our repayments of debt have increased due to borrowings in 2001
and 2002.

Results of operations

In 2002,  our  operations  resulted in a net loss of $968,744 for the nine month
period and $523,737 for the three month period. In 2001, our operations resulted
in a net loss of $92,676 for the nine month period and  $3,306,950 for the three
month period. Our primary source of revenues is from operating leases. In future
periods,  we also expect  that  operating  leases  will be our most  significant
source of revenues.  Depreciation is related to operating lease assets and thus,
to  operating  lease  revenues.  We expect it to decrease  in future  periods as
leases  mature and as we sell the  related  lease  assets.  Our lease  rents and
depreciation have decreased  compared to 2001 as a result of sales over the last
year.

Asset  management  fees are based on our gross lease rents plus the  proceeds we
receive from the sales of lease assets.  They are limited to certain percentages
of lease rents,  distributions to members and certain other items. As assets are
sold, lease rents are collected and  distributions  are made to the members,  we
expect these fees to decrease.  These  factors gave rise to the decrease in fees
compared to 2001.

At  September  30,  2001,  we had total  outstanding  interest  bearing  debt of
$98,502,963.  As a result of  scheduled  debt  payments,  we have  reduced  that
balance to $81,923,716 at September 30, 2002.  This reduction in debt has caused
our interest expense to decrease compared to 2001.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against any of its assets.

Emery Worldwide Airways, Inc.:

On January 25, 2002,  the Company  filed a complaint  against its lessee,  Emery
Worldwide  Airways,  Inc.,  for failure by the lessee to properly  maintain  the
condition  and  airworthiness  of the  aircraft on lease to the lessee,  and for
certain other  breaches and defaults by the lessee as alleged in the  complaint.
The  Company  has  claimed  stipulated  loss  value  damages  in the  amount  of
$5,648,173  as a result  of the  breaches  and  defaults  under the lease by the
lessee.  A motion for summary judgment on the Company's claims has been filed. A
ruling on the motion is expected  in the 4th  quarter of 2002.  A trial date for
this matter has been set for May 2003.  As this  matter is in its early  stages,
the outcome of the Company's  claim is uncertain,  although the Managing  Member
believes that currently there is a substantial  likelihood of some recoveries in
this matter.

Burlington Northern Santa Fe Corporation:

This complaint was filed for the recovery of $300,000 in damages for the "Agreed
Value" of a destroyed locomotive, where THE CIT Group/Equipment Financing, Inc.,
acting as agent for the  Company,  agreed to  "swap"  the  locomotive  unit with
Burlington Northern Santa Fe Corporation,  without first obtaining the Company's
consent to do so, as  required by the  agreement.  A trial date has been set for
May 2003.  The Company feels that it has a reasonable  basis for success in this
matter.

Solectron:

This is a matter where the Company has declared Solectron Company, the lessee in
default for failure to pay rent in a timely manner.  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 Company feels that it has a reasonable basis for success of
some,  if not all, of its claims in this  matter.  In response to the  Company's
claim, Solectron has filed a denial and counterclaim of unfair business conduct.
The Company denies the counterclaim as spurious.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.



                                       15
<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, September 30, 2002 and December 31, 2001.

               Income  statements  for the nine and three  month  periods  ended
               September 30, 2002 and 2001.

               Statement  of changes  in  partners'  capital  for the nine month
               period ended September 30, 2002.

               Statements  of cash  flows for the nine and three  month  periods
               ended September 30, 2002 and 2001.

               Notes to the Financial Statements

   2.      Financial Statement Schedules

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

   (b)     Report on Form 8-K

               None



                                       16
<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:
November 7, 2002

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



         By: ATEL Financial Corporation
             Managing Member of Registrant




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




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





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



                                       17
<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:      November 7, 2002


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


                                       18
<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:      November 7, 2002


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


                                       19
<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 September 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.

Date:      November 7, 2002



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


                            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 September 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.

Date:      November 7, 2002



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

                                       20
<PAGE>