<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       OR

[ ]      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 0-17942

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)


              California                                       94-3046886
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                        Identification No.)

         444 Market Street, 15th Floor, San Francisco, California     94111
               (Address of principal executive offices)            (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


Indicate by 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   .
                                      ----     ----


<PAGE>   2

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                  REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
                               ENDED JUNE 30, 1999

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>       <C>                                                                                                        <C>
PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998                                             4

           Statements of Operations for the three and six months ended June 30, 1999 and 1998 (unaudited)               5

           Statements of Cash Flows for the six months ended June 30, 1999 and 1998 (unaudited)                         6

           Notes to Financial Statements (unaudited)                                                                    7

  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                       10

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                  12


PART II- OTHER INFORMATION

  Item 1.  Legal Proceedings                                                                                           13

  Item 3.  Defaults Upon Senior Securities                                                                             13

  Item 5.  Other Information                                                                                           13

  Item 6.  Exhibits and Reports on Form 8-K                                                                            14
</TABLE>




                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

         Presented herein are the Registrant's balance sheets as of June 30,
         1999 and December 31, 1998, statements of operations for the three and
         six months ended June 30, 1999 and 1998, and statements of cash flows
         for the six months ended June 30, 1999 and 1998.


                                       3
<PAGE>   4

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                June 30,           December 31,
                                                                                  1999                1998
                                                                              -----------          -----------
<S>                                                                          <C>                  <C>
                                     Assets
                                     ------

Current assets:
    Cash and cash equivalents, includes $683,969 at June 30, 1999 and
      $543,682 at December 31, 1998 in interest-bearing accounts              $   684,143          $   543,782
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                             97,427              148,068
    Due from general partner (note 3)                                                  --              142,660
                                                                              -----------          -----------

           Total current assets                                                   781,570              834,510
                                                                              -----------          -----------

Container rental equipment, at cost                                             9,005,546            9,794,204
    Less accumulated depreciation                                               5,296,314            5,507,701
                                                                              -----------          -----------
       Net container rental equipment                                           3,709,232            4,286,503
                                                                              -----------          -----------

                                                                              $ 4,490,802          $ 5,121,013
                                                                              ===========          ===========
                                Partners' Capital
                                -----------------

Partners' capital (deficit):
    General partner                                                           $  (138,843)         $     4,649
    Limited partners                                                            4,629,645            5,116,364
                                                                              -----------          -----------

           Total partners' capital                                              4,490,802            5,121,013
                                                                              -----------          -----------

                                                                              $ 4,490,802          $ 5,121,013
                                                                              ===========          ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                           Three Months Ended                Six Months Ended
                                                       --------------------------       --------------------------
                                                       June 30,          June 30,        June 30,         June 30,
                                                         1999             1998            1999             1998
                                                       ---------        ---------       ---------        ---------
<S>                                                    <C>             <C>             <C>             <C>
Net lease revenue (notes 1 and 4)                      $ 113,387        $ 271,628       $ 319,850        $ 563,250

Other operating expenses:
    Depreciation                                         136,396          155,981         275,320          311,155
    Other general and administrative expenses              6,550            8,210          18,587           19,621
                                                       ---------        ---------       ---------        ---------
                                                         142,946          164,191         293,907          330,776
                                                       ---------        ---------       ---------        ---------

       Earnings (loss) from operations                   (29,559)         107,437          25,943          232,474

Other income:
    Interest income                                        7,837            8,185          14,009           16,576
    Net gain on disposal of equipment                     32,677           30,591          77,342           59,746
                                                       ---------        ---------       ---------        ---------
                                                          40,514           38,776          91,351           76,322
                                                       ---------        ---------       ---------        ---------

       Net earnings                                    $  10,955        $ 146,213       $ 117,294        $ 308,796
                                                       =========        =========       =========        =========

Allocation of net earnings (loss):
    General partner                                    $  37,676        $  75,064       $ (67,090)       $ 149,640

    Limited partners                                     (26,721)          71,149         184,384          159,156
                                                       ---------        ---------       ---------        ---------


                                                       $  10,955        $ 146,213       $ 117,294        $ 308,796
                                                       =========        =========       =========        =========

Limited partners' per unit share of net earnings       $   (1.24)       $    3.31       $    8.58        $    7.40
                                                       =========        =========       =========        =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.




                                       5
<PAGE>   6


                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                             --------------------------
                                                              June 30,         June 30,
                                                                1999             1998
                                                             ---------        ---------
<S>                                                          <C>              <C>
Net cash provided by operating activities                    $ 406,528        $ 501,318

Cash flows provided by investing activities:
  Proceeds from sale of rental equipment                       338,677          303,324

Cash flows from (used in) financing activities:
   Repayment of excess-distribution to general partner
                                                               142,660               --
   Distribution to partners                                   (747,504)        (889,954)
                                                             ---------        ---------

   Net cash used in financing activities                      (604,844)        (889,954)
                                                             ---------        ---------

Net increase (decrease) in cash and cash equivalents           140,361          (85,312)

Cash and cash equivalents at January 1                         543,782          723,464
                                                             ---------        ---------


Cash and cash equivalents at June 30                         $ 684,143        $ 638,152
                                                             =========        =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.





                                       6
<PAGE>   7

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS



(1) Summary of Significant Accounting Policies

     (a)  Nature of Operations

          IEA Income Fund VIII, A California Limited Partnership (the
          "Partnership") was organized under the laws of the State of California
          on August 31,1987 for the purpose of owning and leasing marine cargo.
          Cronos Capital Corp. ("CCC") is the general partner and, with its
          affiliate Cronos Containers Limited (the "Leasing Company"), manages
          the business of the Partnership. The Partnership shall continue until
          December 31, 2008, unless sooner terminated upon the occurrence of
          certain events.

          The Partnership commenced operations on January 6, 1988, when the
          minimum subscription proceeds of $1,000,000 were obtained. The
          Partnership offered 40,000 units of limited partnership interest at
          $500 per unit, or $20,000,000. The offering terminated on August 31,
          1988, at which time 21,493 limited partnership units had been
          purchased.

          As of June 30, 1999, the Partnership owned and operated 1,671
          twenty-foot, 1,533 forty-foot and 85 forty-foot high-cube marine dry
          cargo containers.

     (b)  Leasing Company and Leasing Agent Agreement

          Pursuant to the Limited Partnership Agreement of the Partnership, all
          authority to administer the business of the Partnership is vested in
          CCC. CCC has entered into a Leasing Agent Agreement whereby the
          Leasing Company has the responsibility to manage the leasing
          operations of all equipment owned by the Partnership. Pursuant to the
          Agreement, the Leasing Company is responsible for leasing, managing
          and re-leasing the Partnership's containers to ocean carriers and has
          full discretion over which ocean carriers and suppliers of goods and
          services it may deal with. The Leasing Agent Agreement permits the
          Leasing Company to use the containers owned by the Partnership,
          together with other containers owned or managed by the Leasing Company
          and its affiliates, as part of a single fleet operated without regard
          to ownership. Since the Leasing Agent Agreement meets the definition
          of an operating lease in Statement of Financial Accounting Standards
          (SFAS) No. 13, it is accounted for as a lease under which the
          Partnership is lessor and the Leasing Company is lessee.

          The Leasing Agent Agreement generally provides that the Leasing
          Company will make payments to the Partnership based upon rentals
          collected from ocean carriers after deducting direct operating
          expenses and management fees to CCC. The Leasing Company leases
          containers to ocean carriers, generally under operating leases which
          are either master leases or term leases (mostly two to five years).
          Master leases do not specify the exact number of containers to be
          leased or the term that each container will remain on hire but allow
          the ocean carrier to pick up and drop off containers at various
          locations; rentals are based upon the number of containers used and
          the applicable per-diem rate. Accordingly, rentals under master leases
          are all variable and contingent upon the number of containers used.
          Most containers are leased to ocean carriers under master leases;
          leasing agreements with fixed payment terms are not material to the
          financial statements. Since there are no material minimum lease
          rentals, no disclosure of minimum lease rentals is provided in these
          financial statements.



                                                                     (Continued)


                                       7
<PAGE>   8

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS



     (c)  Basis of Accounting

          The Partnership utilizes the accrual method of accounting. Net lease
          revenue is recorded by the Partnership in each period based upon its
          leasing agent agreement with the Leasing Company. Net lease revenue is
          generally dependent upon operating lease rentals from operating lease
          agreements between the Leasing Company and its various lessees, less
          direct operating expenses and management fees due in respect of the
          containers specified in each operating lease agreement.

     (d)  Financial Statement Presentation

          These financial statements have been prepared without audit. Certain
          information and footnote disclosures normally included in financial
          statements prepared in accordance with generally accepted accounting
          procedures have been omitted. It is suggested that these financial
          statements be read in conjunction with the financial statements and
          accompanying notes in the Partnership's latest annual report on Form
          10-K.

          The preparation of financial statements in conformity with generally
          accepted accounting principles (GAAP) requires the Partnership to make
          estimates and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported amounts of
          revenues and expenses during the reported period. Actual results could
          differ from those estimates.

          The interim financial statements presented herewith reflect all
          adjustments of a normal recurring nature which are, in the opinion of
          management, necessary to a fair statement of the financial condition
          and results of operations for the interim periods presented.


(2)  Net Lease Receivables Due from Leasing Company

     Net lease receivables due from the Leasing Company are determined by
     deducting direct operating payables and accrued expenses, base management
     fees payable, reimbursed administrative expenses, and incentive fees
     payable to CCC and its affiliates from the rental billings payable by the
     Leasing Company to the Partnership under operating leases to ocean carriers
     for the containers owned by the Partnership. Net lease receivables at June
     30, 1999 and December 31, 1998 were as follows:


<TABLE>
<CAPTION>
                                                                       June 30,     December 31,
                                                                        1999           1998
                                                                      --------      ------------
<S>                                                                  <C>            <C>
         Lease receivables, net of doubtful accounts of $52,597
         at June 30, 1999 and $63,213 at December 31, 1998            $397,336       $449,861
         Less:
         Direct operating payables and accrued expenses                142,149        138,341
         Damage protection reserve                                      54,191         60,071
         Base management fees                                           57,226         58,164
         Reimbursed administrative expenses                              6,883          8,276
         Incentive fees                                                 39,460         36,941
                                                                      --------       --------
                                                                      $ 97,427       $148,068
                                                                      ========       ========

                                                                                        (Continued)

</TABLE>



                                       8
<PAGE>   9

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


3)   Due From General Partner

     During 1998, CCC received excess-distributions of $142,660. CCC repaid the
     excess-distribution amount in March 1999.

(4)  Net Lease Revenue

     Net lease revenue is determined by deducting direct operating expenses,
     base management and incentive fees and reimbursed administrative expenses
     to CCC from the rental revenue billed by the Leasing Company under
     operating leases to ocean carriers for the containers owned by the
     Partnership. Net lease revenue for the three and six-month periods ended
     June 30, 1999 and 1998 was as follows:


<TABLE>
<CAPTION>
                                                         Three Months Ended                Six Months Ended
                                                     -------------------------         -------------------------
                                                     June 30,         June 30,         June 30,          June 30,
                                                       1999             1998             1999             1998
                                                     --------         --------         --------         --------
<S>                                                  <C>              <C>              <C>              <C>
         Rental revenue (note 5)                   $  305,690       $  495,406       $  706,653       $1,013,845
         Less:
         Rental equipment operating expenses          104,915          117,458          207,649          226,772
         Base management fees                          26,909           33,990           56,861           70,082
         Reimbursed administrative expenses            21,019           25,314           43,373           61,388
         Incentive fees                                39,460           47,016           78,920           92,353
                                                   ----------       ----------       ----------       ----------
                                                   $  113,387       $  271,628       $  319,850       $  563,250
                                                   ==========       ==========       ==========       ==========
</TABLE>

(5)  Operating Segment

     The Financial Accounting Standards Board has issued SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information,"
     which changes the way public business enterprises report financial and
     descriptive information about reportable operating segments. An operating
     segment is a component of an enterprise that engages in business activities
     from which it may earn revenues and incur expenses, whose operating results
     are regularly reviewed by the enterprise's chief operating decision maker
     to make decisions about resources to be allocated to the segment and assess
     its performance, and about which separate financial information is
     available. Management operates the Partnership's container fleet as a
     homogenous unit and has determined, after considering the requirements of
     SFAS No. 131, that as such it has a single reportable operating segment.

     The Partnership derives its revenues from owning and leasing marine cargo
     containers. As of June 30, 1999, the Partnership operated 1,671
     twenty-foot, 1,553 forty-foot and 85 forty-foot high-cube marine dry cargo
     containers.

     Due to the Partnership's lack of information regarding the physical
     location of its fleet of containers when on lease in the global shipping
     trade, it is impracticable to provide the geographic area information
     required by SFAS No. 131. Any attempt to separate "foreign" operations from
     "domestic" operations would be dependent on definitions and assumptions
     that are so subjective as to render the information meaningless and
     potentially misleading.



                                       9
<PAGE>   10

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


It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.


1)   Material changes in financial condition between June 30, 1999 and December
     31, 1998.

     During the first six months of 1999, the Registrant disposed of 291
     containers as part of its ongoing operations. At June 30, 1999, 69% of the
     original equipment remained in the Registrant's fleet, as compared to 75%
     at December 31, 1998, and was comprised of the following:


<TABLE>
<CAPTION>
                                                                         40-Foot
                                            20-Foot       40-Foot       High-Cube
                                            -------       -------       ---------
<S>                                        <C>            <C>           <C>
         Containers on lease:
               Term leases                     174           246            14
               Master leases                 1,048           922            57
                                             -----         -----         -----

                   Subtotal                  1,222         1,168            71

         Containers off lease                  449           385            14
                                             -----         -----         -----

               Total container fleet         1,671         1,553            85
                                             =====         =====         =====
</TABLE>


<TABLE>
<CAPTION>
                                                                                                       40-Foot
                                                      20-Foot                  40-Foot                 High-Cube
                                                -----------------        -----------------         ----------------
                                                Units          %         Units          %          Units         %
                                                -----         ---        -----         ---         -----        ---
<S>                                            <C>           <C>        <C>           <C>           <C>        <C>
         Total purchases                        2,244         100%       2,396         100%         150         100%
              Less disposals                      573          26%         843          35%          65          43%
                                                -----         ---        -----         ---          ---         ---
         Remaining fleet at June 30, 1999       1,671          74%       1,553          65%          85          57%
                                                =====         ===        =====         ===          ===         ===
</TABLE>

     The Registrant's operating performance contributed to a 34% decrease in net
     lease receivables at June 30, 1999 when compared to December 31, 1998.
     During the second quarter of 1999, distributions from operations and sales
     proceeds amounted to $415,032, reflecting distributions to the general and
     limited partners for the first quarter of 1999. This represents an increase
     from the $332,472 distributed during the first quarter of 1999, reflecting
     distributions for the fourth quarter of 1998. In 1994, pursuant to Section
     6.1(b) and (c) of the Partnership Agreement, the allocation of
     distributions from operations among the general partner and limited
     partners was adjusted to 10% and 90%, respectively. With the payment of the
     distribution for the third quarter of 1997, the limited partners received
     aggregate distributions in an amount equal to their adjusted capital
     contributions plus a 10% cumulative, annual return on their adjusted
     capital contributions. Thereafter, all distributions were allocated 20% to
     the general partner and 80% to the limited partners, pursuant to Sections
     6.1(b) and (c) of the Partnership Agreement. Cash distributions from
     operations to the general partner in excess of 10% of distributable cash
     will be considered an incentive fee and compensation to the general
     partner.

     The sentiment with respect to the container industry's slump over the past
     two years has turned more favorable in recent months as evidence suggests a
     turnaround is underway with respect to Asia's economic crisis. In recent
     months, economic reforms in Asia, as well as in Latin America, have begun
     to produce gradual improvement in terms of world trade, and there are
     preliminary indications that containerized trade volumes from North America
     and



                                       10
<PAGE>   11

     Europe to Asia, in particular, may be stabilizing. In addition, intra-Asian
     trade, which also has stagnated since the Asia financial crisis began
     nearly two years ago, has shown increased activity in recent months. These
     favorable signs, however, have yet to produce any significant positive
     impact on the Registrant's operating performance. In spite of the reduced
     redelivery of on-hire equipment by the ocean carriers, per-diem rental
     rates, which declined sharply over the past two years, have continued to
     soften as a result of competitive market conditions, decreased demand and
     high inventories.

     The Registrant continues to take advantage of its strong marketing
     resources in order to seek out leasing opportunities during this period in
     which seasonal factors are also influencing the increased demand. At the
     same time, it has identified specific strategies intended to strengthen
     on-hire volumes and enhance utilization of the container fleet. The
     short-term objective is to improve utilization by offering greater leasing
     incentives and actively moving surplus, off-hire equipment to higher-demand
     locations. While this short-term strategy will increase repositioning
     expenses, it may also minimize those expenses related to handling and
     storing off-hire containers. These measures will also provide the
     longer-term advantage of placing the containers where the demand is
     greatest.

2)   Material changes in the results of operations between the three and
     six-month periods ended June 30, 1999 and the three and six-month periods
     ended June 30, 1998.

     Net lease revenue for the three and six-month periods ended June 30, 1999
     was $113,387 and $319,850, respectively, a decrease of 58% and 43% from the
     respective three and six-month periods in the prior year. Approximately
     298% and 66%, respectively, of the Registrant's net earnings for the three
     and six-month periods ended June 30, 1999 were from gain on disposal of
     equipment, as compared to 21% and 19%, respectively, for the same three and
     six-month periods in the prior year. As the Registrant's disposals increase
     in subsequent periods, net gain on disposal should contribute significantly
     to the Registrant's net earnings and may fluctuate depending on the level
     of container disposals.

     Gross rental revenue (a component of net lease revenue) for the three and
     six-month periods ended June 30, 1999 was $305,690 and $706,653,
     respectively, reflecting a decline of 38% and 30% from the same respective
     three and six-month periods in 1998. During 1999, gross rental revenue was
     impacted by the Registrant's slightly smaller fleet size and lower per-diem
     rental rates. Average per-diem rental rates decreased approximately 8% and
     6%, respectively, when compared to the same three and six-month periods in
     the prior year. The Registrant's average fleet size and utilization rates
     for the three and six-month periods ended June 30, 1999 and June 30, 1998
     were as follows:


<TABLE>
<CAPTION>
                                                             Three Months Ended               Six Months Ended
                                                            -----------------------        -----------------------
                                                            June 30,       June 30,        June 30,        June 30,
                                                              1999           1998            1999            1998
                                                            --------       --------        --------        --------
<S>                                                          <C>            <C>            <C>            <C>
         Average fleet size (measured in twenty-foot
             equivalent units (TEU))                          5,059           5,724           5,175           5,821
         Average Utilization                                     72%             79%             72%             79%
</TABLE>

     The Registrant's aging and diminishing fleet contributed to a decrease of
     13% and 12%, respectively, in depreciation expense when compared to the
     same three and six-month periods in the prior year. Rental equipment
     operating expenses were 34% and 29%, respectively, of the Registrant's
     gross lease revenue during the three and six-month periods ended June 30,
     1999, as compared to 24% and 22%, respectively, of the Registrant's gross
     lease revenue during the three and six-month periods ended June 30, 1998.



                                       11
<PAGE>   12

     Year 2000

     The Registrant relies upon the financial and operational systems provided
     by the Leasing Company and its affiliates, as well as the systems provided
     by other independent third parties to service the three primary areas of
     its business: investor processing/maintenance; container leasing/asset
     tracking; and accounting finance. The Leasing Company's computer systems
     have undergone modifications in order to render the systems ready for the
     Year 2000. The Leasing Company has completed a detailed inventory of all
     software and hardware systems and has identified all components that need
     to be modified. The Leasing Company has completed all the necessary changes
     and testing in a dedicated Year 2000 environment. The Leasing Company
     anticipates that all compliant code will be live by the end of August 1999.
     The Leasing Company has contacted all of its critical business suppliers
     and has been advised that their systems are Year 2000 compliant. The
     Leasing Company has also confirmed the compliance of its suppliers'
     products through its own extensive testing. Expenses associated with
     addressing Year 2000 issues are being recognized as incurred. Management
     has not yet assessed the Year 2000 compliance expense but does not
     anticipate the costs incurred to date or to be incurred in the future by
     the Leasing Company and its affiliates to be in excess of $500,000. None of
     the costs incurred with respect to Year 2000 compliance will be borne by
     the Registrant. The Leasing Company believes it will be able to resolve any
     major Year 2000 issues. The Leasing Company is aware of the implications of
     a Year 2000 computer system failure and is currently in the process of
     developing its contingency plans. While management believes the possibility
     of a Year 2000 system failure to be remote, if the Leasing Company's
     internal systems or those of its critical business suppliers fail, the
     Leasing Company's consolidated financial position, liquidity or results of
     operations may be adversely affected.


     Cautionary Statement

     This Quarterly Report on Form 10-Q contains statements relating to future
     results of the Registrant, including certain projections and business
     trends, that are "forward-looking statements" as defined in the Private
     Securities Litigation Reform Act of 1995. Actual results may differ
     materially from those projected as a result of certain risks and
     uncertainties, including but not limited to changes in: economic
     conditions; trade policies; demand for and market acceptance of leased
     marine cargo containers; competitive utilization and per-diem rental rate
     pressures; as well as other risks and uncertainties, including but not
     limited to those described in the above discussion of the marine container
     leasing business under Item 2., Management's Discussion and Analysis of
     Financial Condition and Results of Operations; and those detailed from time
     to time in the filings of Registrant with the Securities and Exchange
     Commission.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.




                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     As the Registrant has previously reported, in February 1997, its former
     outside auditors, Arthur Andersen LLP ("Arthur Andersen"), resigned as
     auditors to The Cronos Group (the "Parent Company"), its subsidiaries, and
     all other entities affiliated with the Parent Company, including the
     Registrant. The Parent Company is the indirect corporate parent of CCC, the
     managing general partner of the Registrant. CCC does not believe, based
     upon the information currently available to it, that Arthur Andersen's
     resignation was triggered by any concern over the accounting policies and
     procedures followed by the Registrant.

     Arthur Andersen's reports on the financial statements of CCC and the
     Registrant, for years preceding 1996, had not contained an adverse opinion
     or a disclaimer of opinion, nor were any such reports qualified or modified
     as to uncertainty, audit scope, or accounting principles.

     During the Registrant's fiscal year ended December 31, 1995, and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     were no disagreements between CCC or the Registrant and Arthur Andersen on
     any matter of accounting principles or practices, financial statement
     disclosure, or auditing scope or procedure.

     In connection with its resignation, Arthur Andersen prepared a report
     pursuant to Section 10A of the Securities Exchange Act of 1934, as amended,
     for filing by the Parent Company with the Securities and Exchange
     Commission ("SEC"). As a result of the Arthur Andersen report, the SEC
     commenced an investigation of the Parent Company on February 10, 1997. The
     purpose of the investigation has been to determine whether the Parent
     Company and persons associated with the Parent Company violated the federal
     securities laws administered by the SEC. The Registrant does not believe
     that the focus of the SEC's investigation is upon the Registrant or CCC.

     Current management of the Parent Company has been in discussions with the
     staff of the SEC with a view to settling the investigation. The Parent
     Company is hopeful of reaching a settlement of the investigation by the end
     of 1999.


Item 3. Defaults Upon Senior Securities

     See Item 5. Other Information.


Item 5. Other Information

     In 1993, the Parent Company negotiated a credit facility with several banks
     for the use by the Parent Company and its subsidiaries, including CCC. At
     December 31, 1998, approximately $33,110,000 in principal indebtedness was
     outstanding under that credit facility (none of which had been borrowed by
     the Registrant). As a party to that credit facility, CCC was jointly and
     severally liable for the repayment of all principal and interest owed under
     the credit facility. On August 2, 1999, all outstanding amounts under the
     credit facility were repaid through the establishment of a new credit
     facility with two financial institutions. CCC is not a party to the new
     loan agreement. The Parent Company has guaranteed up to $10 million of
     amounts borrowed under the new credit facility and, as partial security for
     this guarantee, the Parent Company has pledged all of the capital stock
     held by it in Cronos Holding/Investments (U.S.), Inc., a Delaware
     corporation that, in turn, owns all of the outstanding capital stock of
     CCC.

     The Registrant is not a borrower under the new credit facility established
     by the Parent Company, and neither the containers nor the other assets of
     the Registrant have been pledged as collateral under the new credit
     facility.




                                       13
<PAGE>   14

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

<TABLE>
<CAPTION>
        Exhibit
           No.                            Description                                     Method of Filing
        -------                           -----------                                     ----------------
<S>                   <C>                                                                 <C>

          3(a)         Limited Partnership Agreement of the Registrant, amended            *
                       and restated as of October 13, 1987

          3(b)         Certificate of Limited Partnership of the Registrant                **

          27           Financial Data Schedule                                             Filed with this document
</TABLE>


(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Registrant during the quarter
     ended June 30, 1999.











-------------------

*    Incorporated by reference to Exhibit "A" to the Prospectus of the
     Registrant dated October 13, 1987, included as part of Registration
     Statement on Form S-1 (No. 33-16984)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 33-16984)




                                       14
<PAGE>   15

                                   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.




                                      IEA INCOME FUND VIII
                                      (A California Limited Partnership)


                                      By  Cronos Capital Corp.
                                          The General Partner



                                      By  /s/ Dennis J. Tietz
                                          ------------------------------------
                                          Dennis J. Tietz
                                          President and Director of
                                          Cronos Capital Corp. ("CCC")
                                          Principal Executive Officer of CCC



Date:  August 16, 1999



                                       15
<PAGE>   16

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
       Exhibit
          No.                            Description                                   Method of Filing
       -------                           -----------                                   ----------------
<S>                  <C>                                                              <C>
          3(a)       Limited Partnership Agreement of the Registrant, amended          *
                     and restated as of October 13, 1987

          3(b)       Certificate of Limited Partnership of the Registrant              **

          27         Financial Data Schedule                                           Filed with this document
</TABLE>








-----------------

*    Incorporated by reference to Exhibit "A" to the Prospectus of the
     Registrant dated October 13, 1987, included as part of Registration
     Statement on Form S-1 (No. 33-16984)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 33-16984)