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, 1999

                   |_|     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

<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)

                                     ASSETS

                                                1999             1998
                                                ----             ----
Cash and cash equivalents                     $  2,498,115           $  600
Accounts receivable                              1,966,818                -
Other assets                                       150,000                -
Investments in leases                           55,896,235                -
                                          ----------------- ----------------
Total assets                                   $60,511,168            $ 600
                                          ================= ================


                        LIABILITIES AND MEMBERS' CAPITAL


Line of credit                                  $8,000,000

Accounts payable:
   General Partner                                 128,459
   Other                                         1,740,870

Unearned operating lease income                     41,768
                                          -----------------
Total liabilities                                9,911,097
Members' capital:
     Managing member                               (80,335)           $ 100
     Other members                              50,680,406              500
                                          ----------------- ----------------
Total members' capital                          50,600,071              600
                                          ----------------- ----------------
Total liabilities and members' capital         $60,511,168            $ 600
                                          ================= ================






                             See accompanying notes.

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Nine Months      Three Months
Revenues:
   Leasing activities:
<S>                                                        <C>              <C>
      Operating leases                                     $4,359,539       $2,878,064
      Direct financing leases                                 212,286           86,798
Interest                                                       72,585           53,496
Other                                                             372              165
                                                     ----------------- ----------------
                                                            4,644,782        3,018,523
Expenses:
Depreciation                                                2,792,084        1,748,864
Interest expense                                              764,541          341,959
Administrative cost reimbursements to Managing Member         516,568          240,445
Asset management fees to Managing Member                      232,387          153,399
Professional fees                                              29,213            1,602
Other                                                          40,006           23,700
                                                     ----------------- ----------------
                                                            4,374,799        2,509,969
                                                     ----------------- ----------------
Net income                                                  $ 269,983        $ 508,554
                                                     ================= ================

Net income:
   Managing member                                           $ 20,249         $ 38,142
   Other members                                              249,734          470,412
                                                     ----------------- ----------------
                                                            $ 269,983        $ 508,554
                                                     ================= ================

Net income per Limited Liability Company Unit                  $ 0.08           $ 0.09
Weighted average number of Units outstanding                3,014,585        4,998,549
</TABLE>

                    STATEMENT OF CHANGES IN MEMBERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Other Members                Managing
                                            Units             Amount            Member            Total
<S>                                           <C>              <C>                <C>           <C>
Balance December 31, 1998                            50              $ 500            $ 100            $ 600
Capital contributions                         6,017,684         60,176,840                -       60,176,840
Less selling commissions to affiliates                          (5,716,800)               -       (5,716,800)
Other syndication costs to affiliates                           (2,788,098)               -       (2,788,098)
Distributions to members                                        (1,241,770)        (100,684)      (1,342,454)
Net income                                                         249,734           20,249          269,983
                                       ----------------- ------------------ ---------------- ----------------
Balance September 30, 1999                    6,017,734        $50,680,406        $ (80,335)    $ 50,600,071
                                       ================= ================== ================ ================
</TABLE>
                             See accompanying notes.

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                               SEPTEMBER 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine Months      Three Months
<S>                                                         <C>              <C>
Operating activities:
Net income                                                    $ 269,983        $ 508,554
Adjustments to reconcile net income to cash provided
   by operating activities:
   Depreciation                                               2,792,084        1,748,864
   Changes in operating assets and liabilities:
      Accounts receivable                                    (1,966,818)        (975,723)
      Other assets                                             (150,000)        (150,000)
      Accounts payable, Managing Member                         128,459          128,459
      Accounts payable, other                                 1,740,870        1,498,035
      Unearned lease income                                      41,768           (7,998)
                                                       ----------------- ----------------
Net cash provided by operations                               2,856,346        2,750,191
                                                       ----------------- ----------------

Investing activities:
Purchases of equipment on operating leases                  (49,378,065)     (24,739,628)
Purchases of equipment on direct financing leases            (9,951,981)      (4,610,893)
Reduction of net investment in direct financing leases          675,100          334,231
Payment of initial direct costs                                 (33,373)               -
                                                       ----------------- ----------------
Net cash used in investing activities                       (58,688,319)     (29,016,290)
                                                       ----------------- ----------------

Financing activities:
Capital contributions received                               60,176,840       19,591,390
Payment of syndication costs to managing member              (8,504,898)      (2,691,935)
Borrowings under line of credit                               8,000,000        8,000,000
Distributions to members                                     (1,342,454)        (913,033)
                                                       ----------------- ----------------
Net cash provided by financing activities                    58,329,488       23,986,422
                                                       ----------------- ----------------

Net increase (decrease) in cash and cash equivalents          2,497,515       (2,279,677)
Cash and cash equivalents at beginning of period                    600        4,777,792
                                                       ----------------- ----------------
Cash and cash equivalents at end of period                   $2,498,115       $2,498,115
                                                       ================= ================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                      $ 764,541        $ 341,959
                                                       ================= ================
</TABLE>

                             See accompanying notes.


<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and Company matters:

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation
                                                                               Expense or         Balance
                                                                              Amortization     September 30,
                                                             Additions          of Leases           1999

<S>                                                            <C>             <C>                 <C>
Net investment in operating leases                             $49,378,065     $   (2,785,232)     $46,592,833
Net investment in direct financing leases                        9,951,981           (675,100)       9,276,881
Initial direct costs, net of accumulated amortization               33,373             (6,852)          26,521
                                                          ----------------- ------------------ ----------------
                                                               $59,330,046     $   (3,460,332)     $55,896,235
                                                          ================= ================== ================
</TABLE>



<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999
                                   (Unaudited)


3.  Investment in leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                                  Balance
                                                             Acquisitions                      September 30,
                                         1st Quarter      2nd Quarter          3rd Quarter          1999
                                         -----------      -----------          -----------          ----

<S>                                         <C>               <C>               <C>                <C>
Transportation                              $  7,404,130      $  9,160,425      $  14,675,893      $31,240,448
Natural gas compressors                                -                 -          6,272,782        6,272,782
Marine vessel                                          -         3,952,500                  -        3,952,500
Other                                            280,500           811,794          2,234,583        3,326,877
Manufacturing                                    494,113           952,267          1,177,406        2,623,786
Materials handling                               594,748           987,960            378,964        1,961,672
                                         ---------------- ----------------- ------------------ ----------------
                                               8,773,491        15,864,946         24,739,628       49,378,065
Less accumulated depreciation                   (134,842)         (903,802)        (1,746,588)      (2,785,232)
                                         ---------------- ----------------- ------------------ ----------------
                                            $  8,638,649       $14,961,144      $  22,993,040      $46,592,833
                                         ================ ================= ================== ================
</TABLE>

Direct financing leases:

As of September 30, 1999,  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, 1999:

Total minimum lease payments receivable                          $  9,871,322
Estimated residual values of leased equipment (unguaranteed)        1,233,142
                                                             -----------------
Investment in direct financing leases                              11,104,464
Less unearned income                                               (1,827,583)
                                                             -----------------
Net investment in direct financing leases                        $  9,276,881
                                                             =================

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


<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999
                                   (Unaudited)


3.  Investment in leases (continued):

At September 30, 1999,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                             Direct
                          Year ending     Operating        Financing
                         December 31,      Leases            Leases            Total
                         ------------      ------            ------            -----
<S>                                       <C>               <C>               <C>
Three months ending December 31, 1999    $    1,836,999    $     557,665     $  2,394,664
        Year ending December 31, 2000         7,330,462        2,230,662        9,561,124
                                 2001         7,312,926        2,090,045        9,402,971
                                 2002         6,902,229        1,569,838        8,472,067
                                 2003         5,023,207        1,418,365        6,441,572
                           Thereafter        17,635,270        2,004,747       19,640,017
                                      ------------------ ---------------- ----------------
                                          $  46,041,093     $  9,871,322      $ 55,912,415
                                      ================== ================ ================
</TABLE>


4.  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.

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

<TABLE>
<CAPTION>
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
<S>                                                                                   <C>
   Company units, deducted from Other Members' capital)                               $5,716,800
Reimbursement of other syndication costs to Managing Member                            2,788,098
Administrative costs reimbursed to Managing Member                                       516,568
Asset management fees to Managing Member                                                 232,387
                                                                                -----------------
                                                                                      $9,253,853
                                                                                =================
</TABLE>

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999
                                   (Unaudited)


5. Member's capital:

As of  September  30,  1999,  6,017,734  Units  ($60,177,340)  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.


6.  Line of credit:

The Company  participates with the Managing Member and certain of its Affiliates
in  a  $95,000,000   revolving  credit  agreement  with  a  group  of  financial
institutions  which  expires on January  28,  2000.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Company and the Managing Member.

At September 30, 1999, the borrowings under the line of credit were $8,000,000.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The Company was in compliance  with its covenants as of September 30,
1999.


7.  Long-term debt:

The Company has  established a $40 million dollar  receivables  funding  program
with a receivables  financing company that issues commercial paper rated A1 from
Standard and Poors and P1 from Moody's  Investor  Services.  In this receivables
funding  program,  the lenders  will  receive a general  lien against all of the
otherwise unencumbered assets of the Company. The program provides for borrowing
at a variable interest rate and requires the Managing Member to enter into hedge
agreements with certain hedge  counterparties (also rated A1/P1) to mitigate the
interest rate risk  associated  with a variable rate note.  The Managing  Member
anticipates  that this  program  will allow the Company to avail itself of lower
cost debt than that available for individual non-recourse debt transactions.  It
is the  intention  of the  Company  to use the  receivables  funding  program to
finance  assets  leased to those credits  which,  in the opinion of the Managing
Member,  have a  relatively  lower  potential  risk of lease  default then those
lessees  with  equipment  financed  with  non-recourse  debt.  The Company  will
continue to use its traditional  sources of non-recourse  secured debt financing
on a transaction basis as a means of mitigating credit risk.

There were no borrowings under the facility as of September 30, 1999.


8.  Commitments:

As of September 30, 1999,  the Company had  outstanding  commitments to purchase
lease equipment totaling approximately $33,852,000.





<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 1999,  the  Company's  primary  activities  were
raising  funds through its offering of Limited  Liability  Company Units (Units)
and engaging in equipment  leasing  activities.  Through September 30, 1999, the
Company had received  subscriptions  for 6,017,734  Units  ($60,177,340)  all of
which were issued and outstanding.

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

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

The Company  participates with the Managing Member and certain of its affiliates
in a $95,000,000 revolving line of credit with a financial institution. The line
of credit expires on January 28, 2000.

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

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

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$33,852,000 as of September 30, 1999.

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.



<PAGE>

Cash Flows

During the first nine months of 1999, the Company's  primary source of liquidity
was the proceeds of its offering of Units.

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

Rents from direct  financing  leases were the only source of cash from investing
activities.  Uses of cash for  investing  activities  consisted  of cash used to
purchase  operating  and direct  financing  lease  assets and payment of initial
direct costs related to lease asset purchases.

The primary  source of cash from  financing  activities  was the proceeds of the
Company's  public  offering  of Units of  Limited  Liability  Company  interest.
Borrowings under the line of credit was the only other financing source of cash.
Financing uses of cash included  payments of syndication  costs  associated with
the offering and distributions to the members.


Results of operations


On January 13, 1999, the Company commenced  operations.  Operations  resulted in
net income of  $269,983  for the nine month  period and  $508,554  for the three
month period. The Company's primary source of revenues is from operating leases.
In future periods, operating leases are also expected to be the most significant
source of revenues.  Depreciation is related to operating lease assets and thus,
to operating  lease  revenues.  It is expected to increase in future  periods as
acquisitions continue.

Asset  management  fees are based on the gross lease  rents of the Company  plus
proceeds from the sales of lease assets. They are limited to certain percentages
of lease rents,  distributions to members and certain other items. As assets are
acquired,  lease rents are collected and  distributions are made to the members,
these fees are expected to increase.

Interest  expense  for the first  nine  months of 1999  related  largely  to the
borrowings  under the line of credit  incurred by an  affiliate  of the Managing
Member. It included all amounts related to those  borrowings,  going back as far
as  November  1998  when  the  Managing  Member  started  to  fund  the  related
transactions on behalf of the Company.  All of the revenues and related carrying
costs for these  transactions  were  attributed to the Company in the first nine
months of 1999.

Results of operations in future periods are expected to vary  considerably  from
those of the first  nine  months of 1999 as the  Company  continues  to  acquire
significant amounts of lease assets.





<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

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

               (1)  Effective  date of the  offering:  December  7,  1998;  File
               Number: 333-62477

               (2) Offering commenced: December 7, 1998

               (3) The offering did not  terminate  before any  securities  were
               sold.

               (4) The offering has not been terminated prior to the sale of all
               of the securities.

               (5) The managing underwriter is ATEL Securities Corporation.

               (6) The title of the registered  class of securities is "Units of
               Limited  Liability  Company  interest".  (7) Aggregate amount and
               offering  price of securities  registered  and sold as of October
               31, 1999.
<TABLE>
<CAPTION>
                                                                                Aggregate                          Aggregate
                                                                                price of                           price of
                                                                                offering                           offering
                                                               Amount            amount            Amount           amount
                                  Title of Security          Registered        registered           sold             sold

<S>                                                             <C>          <C>                     <C>         <C>
                             Limited Company units              15,000,000   $150,000,000            6,631,651   $ 66,316,510

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

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

                             Underwriting discounts and
                             commissions                               $ -                          $6,300,068       $6,300,068

                             Other expenses                              -                           3,234,243        3,234,243

                                                          -----------------                   ----------------- ----------------
                             Total expenses                            $ -                          $9,534,311       $9,534,311
                                                          =================                   ================= ================

</TABLE>

<PAGE>

               (9) Net offering  proceeds to the issuer after the total expenses
               in item 8: $ 56,782,199

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

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

<S>                                                        <C>                                 <C>               <C>
                             Purchase and installation of
                             machinery and equipment                   $ -                         $56,450,616     $ 56,450,616

                             Working capital                             -                             331,583          331,583
                                                          -----------------                   ----------------- ----------------
                                                           $             -                         $56,782,199      $ 56,782,199
                                                          =================                   ================= ================
</TABLE>

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


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

                         (a) Documents filed as a part of this report

                         1.  Financial Statements

                             Included in Part I of this report:

                             Balance Sheets, September 30, 1999 and December 31,
                             1998.

                             Income  statements  for the  nine and  three  month
                             periods ended September 30, 1999.

                             Statement of changes in  partners'  capital for the
                             nine month period ended September 30, 1999.

                             Statements  of cash  flows  for the nine and  three
                             month periods ended September 30, 1999.

                             Notes to the Financial Statements

                         2.  Financial Statement Schedules

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

                         (b) Report on Form 8-K

                             None
<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 12, 1999

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                                  (Registrant)



            By: ATEL Financial Corporation
                Managing Member of Registrant




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




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




            By:   /s/ PARITOSH K. CHOKSI
                -----------------------------------
                Paritosh K. Choksi
                Principal financial officer
                of registrant




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