##### Table of Contents



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 SEPTEMBER 30, 2002

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

One Front 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  [    ].



---

TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               |                                                                                               | Balance Sheets                         
|                               |                                                                                               | Statements of Operations               
|                               |                                                                                               | Statements of Cash Flows               
|                               |                                                                                               | Notes to Unaudited Financial Statements
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|Exhibit 99.1                  
|Exhibit 99.1                  



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##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2002

TABLE OF CONTENTS

|                                                                                              |                                                                                            |  |      |   | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ |  | ---- | - | 
|                                                                                              |                                                                                            |  | PAGE
|PART I  FINANCIAL INFORMATION                                                                |                                                                                            |  |      |  
|                                                                                             
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|                                                                                             
|Item 1. Financial Statements                                                                  |                                                                                            |  |      |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Balance Sheets  September 30, 2002 (unaudited) and September 30, 2001                     |  |      | 4 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Statements of Operations for the nine months ended September 30, 2002 and 2001 (unaudited) |  |      | 5 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Statements of Cash Flows for the nine months ended September 30, 2002 and 2001 (unaudited) |  |      | 6 | 
|                                                                                             
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|                                                                                              | Notes to Financial Statements (unaudited)                                                  |  |      | 7 | 
|                                                                                             
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|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                            |  | 12   |  
|                                                                                             
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|                                                                                             
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                            |  | 15   |  
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|Item 4. Controls and Procedures                                                               |                                                                                            |  | 16   |  
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|PART II  OTHER INFORMATION                                                                   |                                                                                            |  |      |  
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|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                            |  | 17   |  

2



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##### Table of Contents






PART I  FINANCIAL INFORMATION

Item 1. Financial Statements



| |  | Presented herein are the Registrants balance sheets as of September 30,
2002 and December 31, 2001, statements of operations for the three and
nine months ended September 30, 2002 and 2001, and statements of cash
flows for the nine months ended September 30, 2002 and 2001.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3



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##### Table of Contents






IEA INCOME FUND VIII,
A California Limited Partnership

Balance Sheets

(Unaudited)

|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |              |           |   |           | 
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------- | --------------------------------------- | ------- | ------------- | --------- | ------------ | --------- | - | --------- | 
|                                    |                                                                                                                                   |                                |           |                                         |         | September 30, |           | December 31,
|                                    |                                                                                                                                   |                                |           |                                         |         | 2002          |           | 2001        
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   |                                |           | Assets                                  |         |               |           |              |           |   |           | 
|                                   
|                                   
|                                   
|                                   
|Current assets:                     |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                   
|                                   
|                                   
|                                   
|                                    | Cash and cash equivalents, includes $237,181 at September 30, 2002 and
$313,313 at December 31, 2001 in interest-bearing accounts |                                | $         | 273,967                                 |         |               | $         | 328,314      |          
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                                    |                                |           |                                        |         |               |           | 20,480       |          
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |              |          
|                                    |                                                                                                                                   |                                |           | Total current assets                    |         |               | 273,967   |              |           |   | 348,794   | 
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|Container rental equipment, at cost |                                                                                                                                   |                                | 3,464,527 |                                         |         |               | 4,487,738 |             
|                                   
|                                   
|                                   
|                                   
|                                    | Less accumulated depreciation                                                                                                     |                                |           | 2,607,295                               |         |               |           | 3,091,456    |          
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   | Net container rental equipment |           |                                         | 857,232 |               |           |              | 1,396,282 |  
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   |                                |           | Total assets                            |         | $             | 1,131,199 |              |           | $ | 1,745,076 | 
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |              |          
|                                    |                                                                                                                                   |                                |           | Liabilities and Partners Capital       |         |               |           |              |           |   |           | 
|                                   
|                                   
|                                   
|                                   
|Current liabilities:                |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease payables due to Leasing Company
(notes 1 and 2)                                                                         |                                | $         | 23,904                                  |         |               | $         |             |          
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   |                                |           | Total liabilities                       |         |               | 23,904    |              |           |   |          | 
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |              |          
|Partners capital (deficit):        |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                   
|                                   
|                                   
|                                   
|                                    | General partner                                                                                                                   |                                |           | (197,753                                | )       |               |           | (143,243     | )        
|                                   
|                                   
|                                   
|                                   
|                                    | Limited partners                                                                                                                  |                                |           | 1,305,048                               |         |               |           | 1,888,319    |          
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   |                                |           | Total partners capital                 |         |               | 1,107,295 |              |           |   | 1,745,076 | 
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |             
|                                    |                                                                                                                                   |                                |           | Total liabilities and partners capital |         | $             | 1,131,199 |              |           | $ | 1,745,076 | 
|                                    |                                                                                                                                   |                                |           |                                         |         |               |           |              |          

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

4



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##### Table of Contents






IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Operations

(Unaudited)

|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |         |        |        | 
|---------------------------------------------- | ----------------------------------------- | ----------------- | ----------------------------- | ------- | ------------------ | ------- | ----------------- | ------- | ------------- | ------- | ------------- | -------- | -------- | -------- | ------- | ------- | ------ | ------ | 
|                                               |                                           |                   |                               |         | Three Months Ended |         | Nine Months Ended
|                                               |                                           |                   |                               |         |                    |         |                  
|                                               |                                           |                   |                               |         | September 30,      |         | September 30,     |         | September 30, |         | September 30,
|                                               |                                           |                   |                               |         | 2002               |         | 2001              |         | 2002          |         | 2001         
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |              
|Net lease revenue (notes 1 and 3)              |                                           | $                 | 42,558                        |         |                    | $       | 86,109            |         |               | $       | 149,408       |          |          | $        | 322,895 |        
|                                              
|                                              
|                                              
|                                              
|Other operating expenses:                      |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Depreciation                              |                   |                               | 79,923  |                    |         |                   | 109,817 |               |         |               | 261,011  |          |          |         | 199,549 |       
|                                              
|                                              
|                                              
|                                              
|                                               | Other general and administrative expenses |                   |                               | 12,142  |                    |         |                   | 13,213  |               |         |               | 37,931   |          |          |         | 47,576  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss on disposal of equipment         |                   |                               | 6,425   |                    |         |                   | 3,292   |               |         |               | 14,755   |          |          |         | 18,503  |       
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                               |                                           |                   | (Loss) income from operations |         |                    | (55,932 | )                 |         |               | (40,213 | )             |          |          | (164,289 | )       |         |        | 57,267 | 
|                                              
|                                              
|                                              
|                                              
|Other income:                                  |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Interest income                           |                   |                               | 725     |                    |         |                   | 3,031   |               |         |               | 2,550    |          |          |         | 12,977  |       
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                               |                                           | Net (loss) income |                               | $       | (55,207            | )       |                   | $       | (37,182       | )       |               | $        | (161,739 | )        |         | $       | 70,244 |       
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|Allocation of net (loss) income:               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | General partner                           |                   | $                             | (552    | )                  |         | $                 | 26,370  |               |         | $             | (1,617   | )        |          | $       | 95,441  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Limited partners                          |                   |                               | (54,655 | )                  |         |                   | (63,552 | )             |         |               | (160,122 | )        |          |         | (25,197 | )     
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|                                               |                                           | $                 | (55,207                       | )       |                    | $       | (37,182           | )       |               | $       | (161,739      | )        |          | $        | 70,244  |        
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        
|Limited partners per unit share of net (loss) |                                           | $                 | (2.54                         | )       |                    | $       | (2.96             | )       |               | $       | (7.45         | )        |          | $        | (1.17   | )      
|                                               |                                           |                   |                               |         |                    |         |                   |         |               |         |               |          |          |          |         |        

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

5



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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Cash Flows

(Unaudited)

|                                          |                                        |   |                   |          |               |   |          |          |  
|----------------------------------------- | -------------------------------------- | - | ----------------- | -------- | ------------- | - | -------- | -------- | -
|                                          |                                        |   | Nine Months Ended
|                                          |                                        |   |                  
|                                          |                                        |   | September 30,     |          | September 30,
|                                          |                                        |   | 2002              |          | 2001         
|                                          |                                        |   |                   |          |              
|Net cash provided by operating activities |                                        | $ | 128,324           |          |               | $ | 301,266  |         
|                                         
|                                         
|                                         
|                                         
|Cash provided by investing activities:    |                                        |   |                   |          |               |   |          |         
|                                         
|                                         
|                                         
|                                         
|                                          | Proceeds from sale of rental equipment |   |                   | 293,371  |               |   |          | 390,864  |  
|                                         
|                                         
|                                         
|                                         
|Cash flows used in financing activities:  |                                        |   |                   |          |               |   |          |         
|                                         
|                                         
|                                         
|                                         
|                                          | Distribution to partners               |   |                   | (476,042 | )             |   |          | (936,970 | )
|                                          |                                        |   |                   |          |               |   |          |         
|Net decrease in cash and cash equivalents |                                        |   | (54,347           | )        |               |   | (244,840 | )       
|                                         
|                                         
|                                         
|                                         
|Cash and cash equivalents at January 1    |                                        |   | 328,314           |          |               |   | 598,531  |         
|                                          |                                        |   |                   |          |               |   |          |         
|Cash and cash equivalents at September 30 |                                        | $ | 273,967           |          |               | $ | 353,691  |         
|                                          |                                        |   |                   |          |               |   |          |         





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

6



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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
containers worldwide to ocean carriers. To this extent, the
Partnerships operations are subject to the fluctuations of world
economic and political conditions. Such factors may affect the pattern
and levels of world trade. The Partnership believes that the
profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The
Partnerships leases generally require all payments to be made in United
States currency.                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage the
container leasing business for other partnerships affiliated with CCC.
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 sold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (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. A Leasing Agent Agreement exists between CCC and the Leasing
Company, 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 one 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, and 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)

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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) |  | Container Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |  | SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, was adopted by the Partnership effective January 1, 2002,
without a significant impact on its financial statements. In accordance
with SFAS No. 144, container rental equipment is considered to be
impaired if the carrying value of the asset exceeds the expected future
cash flows from related operations (undiscounted and without interest
charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future
cash flows from container rental equipment operations. Current and
projected utilization rates, per-diem rental rates, direct operating
expenses, fleet size and container disposals are the primary variables
utilized by the analysis. Additionally, the Partnership evaluates
future cash flows and potential impairment by container type rather than
for each individual container, and as a result, future losses could
result for individual container dispositions due to various factors,
including age, condition, suitability for continued leasing, as well as
the geographical location of containers when disposed. There were no
impairment charges to the carrying value of container rental equipment
for the three and nine-month periods ended September 30, 2002 and 2001.
|
| |     |  | Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Container rental equipment is depreciated using the straight-line basis.
Effective June 1, 2001, the estimated depreciable life was changed from a
twelve-year life to a fifteen-year life and the estimated salvage value
was changed from 30% to 10% of the original equipment cost. The effect
of these changes is an increase to depreciation expense of approximately
$117,000 and $110,000 for the nine-month periods ended September 30, 2002
and 2001, respectively. The change to depreciation expense was
approximately $82,000 for the three-month period ending September 30,
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (e) |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which 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 most significant estimates included within the financial statements
are the container rental equipment estimated useful lives and residual
values, and the estimate of future cash flows from container rental
equipment operations, used to determine the adequacy of the carrying
value of container rental equipment in accordance with SFAS No. 144.
Considerable judgment is required in estimating future cash flows from
container rental equipment operations. Accordingly, the estimates may
not be indicative of the amounts that may be realized in future periods.
As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

(Continued)

8



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IEA INCOME FUND VIII,
A California Limited Partnership
Notes to Unaudited Financial Statements



| | (f) |  | 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 accounting principles
generally accepted in the United States of America (GAAP) 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 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. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.                                                                                                                                                              
|
| | (2) |  | Net Lease (Payables) Receivables Due from Leasing Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | Net lease (payables) receivables due from the Leasing Company are
determined by deducting direct operating payables and accrued expenses, base
management fees payable, reimbursed administrative expenses payable, and
incentive fees payable to CCC and its affiliates from the rental billings
earned by the Leasing Company under operating leases to ocean carriers for
the containers owned by the Partnership, as well as proceeds earned from
container disposals. Net lease (payables) receivables at September 30, 2002
and December 31, 2001 were as follows:

|                                               |  |               |         |              |  |   |         | 
|---------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                                               |  | September 30, |         | December 31,
|                                               |  | 2002          |         | 2001        
|                                               |  |               |         |             
|Gross lease receivables                        |  | $             | 95,045  |              |  | $ | 178,969 | 
|                                              
|                                              
|                                              
|                                              
|Less:                                          |  |               |         |              |  |   |         | 
|                                              
|                                              
|                                              
|                                              
|Direct operating payables and accrued expenses |  |               | 56,303  |              |  |   | 62,996  | 
|                                              
|                                              
|                                              
|                                              
|Damage protection reserve                      |  |               | 998     |              |  |   | 11,446  | 
|                                              
|                                              
|                                              
|                                              
|Base management fees payable                   |  |               | 38,591  |              |  |   | 44,096  | 
|                                              
|                                              
|                                              
|                                              
|Reimbursed administrative expenses             |  |               | 3,265   |              |  |   | 2,467   | 
|                                              
|                                              
|                                              
|                                              
|Allowance for doubtful accounts                |  |               | 10,557  |              |  |   | 22,485  | 
|                                              
|                                              
|                                              
|                                              
|Incentive fees                                 |  |               | 9,235   |              |  |   | 14,999  | 
|                                               |  |               |         |              |  |   |         | 
|Net lease (payables) receivables               |  | $             | (23,904 | )            |  | $ | 20,480  | 
|                                               |  |               |         |              |  |   |         | 

(Continued)

9



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##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (3) |  | 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 earned by the Leasing Company under operating
leases to ocean carriers for the containers owned by the Partnership. Net
lease revenue for the three and nine-month periods ended September 30, 2002
and 2001 was as follows:

|                                    |  |                    |        |                   |  |               |         |               |  |   |         |  |  |   |         | 
|----------------------------------- |  | ------------------ | ------ | ----------------- |  | ------------- | ------- | ------------- |  | - | ------- |  |  | - | ------- | 
|                                    |  | Three Months Ended |        | Nine Months Ended
|                                    |  |                    |        |                  
|                                    |  | September 30,      |        | September 30,     |  | September 30, |         | September 30,
|                                    |  | 2002               |        | 2001              |  | 2002          |         | 2001         
|                                    |  |                    |        |                   |  |               |         |              
|Rental revenue (note 4)             |  | $                  | 83,997 |                   |  | $             | 155,118 |               |  | $ | 298,189 |  |  | $ | 534,669 | 
|                                   
|                                   
|                                   
|                                   
|Less:                               |  |                    |        |                   |  |               |         |               |  |   |         |  |  |   |         | 
|                                   
|                                   
|                                   
|                                   
|Rental equipment operating expenses |  |                    | 20,537 |                   |  |               | 28,767  |               |  |   | 63,283  |  |  |   | 82,205  | 
|                                   
|                                   
|                                   
|                                   
|Base management fees                |  |                    | 3,876  |                   |  |               | 10,802  |               |  |   | 18,925  |  |  |   | 37,194  | 
|                                   
|                                   
|                                   
|                                   
|Reimbursed administrative expenses  |  |                    | 5,999  |                   |  |               | 8,451   |               |  |   | 19,444  |  |  |   | 27,279  | 
|                                   
|                                   
|                                   
|                                   
|Incentive fees                      |  |                    | 11,027 |                   |  |               | 20,989  |               |  |   | 47,129  |  |  |   | 65,096  | 
|                                    |  |                    |        |                   |  |               |         |               |  |   |         |  |  |   |         | 
|Net lease revenue                   |  | $                  | 42,558 |                   |  | $             | 86,109  |               |  | $ | 149,408 |  |  | $ | 322,895 | 
|                                    |  |                    |        |                   |  |               |         |               |  |   |         |  |  |   |         | 



| | (4) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 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 that as such it has
a single reportable operating segment.
|
| |     |  | The Partnership derives its revenues from leasing marine dry cargo
containers. As of September 30, 2002, the Partnership operated 648
twenty-foot, 578 forty-foot and 38 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 geographic area information.                                                                                                                                                                                                                                                                                                                                                  

(Continued)

10



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##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (5) |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations, which is effective for
all fiscal years beginning after June 15, 2002. This standard requires a
Partnership to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred, and a corresponding
increase in the carrying value of the related long-lived asset. The
Registrant is currently evaluating the impact that SFAS No. 143 will have on
its financial statements.                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | In June 2002, the Financial Accounting Standards Board issued SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
addresses accounting for restructuring and similar costs. SFAS 146
supersedes previous accounting guidance, principally Emerging Issues Task
Force Issue No. 94-3. SFAS 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the
liability is incurred. Under Issue 94-3, a liability for an exit cost was
recognized at the date of the Partnerships commitment to an exit plan. SFAS
146 also establishes that the liability should initially be measured and
recorded at fair value. Accordingly, SFAS 146 may affect the timing of
recognizing future restructuring costs as well as the amounts recognized.
The Registrant believes that SFAS 146 will not have a significant impact on
its financial position or results of operations.

******

11



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##### Table of Contents






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.

General

A Leasing Agent Agreement exists between CCC and the Leasing Company, whereby
the Leasing Company has the responsibility to manage the leasing operations of
all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing
Company is responsible for leasing, managing and re-leasing the Registrant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
Registrant, 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. At September 30, 2002, 26% of the original equipment remained in
the Registrants fleet, as compared to 40% at December 31, 2001. The following
chart summarizes the composition of the Registrants fleet (based on container
type) at September 30, 2002.

|                     |                       |          |    |         |     |         |     |           |     |  |    |         |    | 
|-------------------- | --------------------- | -------- | -- | ------- | --- | ------- | --- | --------- | --- |  | -- | ------- | -- | 
|                     |                       |          |    |         |     |         |     |           |     |  |    | 40-Foot
|                     |                       |          |    | 20-Foot |     | 40-Foot |     | High-Cube
|                     |                       |          |    |         |     |         |     |          
|Containers on lease: |                       |          |    |         |     |         |     |           |     |  |    |        
|                    
|                    
|                    
|                    
|                     | Term leases           |          |    | 394     |     |         |     | 361       |     |  |    | 10      |   
|                    
|                    
|                    
|                    
|                     | Master leases         |          |    | 175     |     |         |     | 87        |     |  |    | 17      |   
|                     |                       |          |    |         |     |         |     |           |     |  |    |        
|                     |                       | Subtotal |    |         | 569 |         |     |           | 448 |  |    |         | 27 | 
|                    
|                    
|                    
|                    
|Containers off lease |                       |          | 79 |         |     |         | 130 |           |     |  | 11 |        
|                     |                       |          |    |         |     |         |     |           |     |  |    |        
|                     | Total container fleet |          |    | 648     |     |         |     | 578       |     |  |    | 38      |   
|                     |                       |          |    |         |     |         |     |           |     |  |    |        

|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |    |  
|------------------------------------- | -------------- |  | ------- | ----- | ------- |  | --------- | -- | - |  | ----- | ----- | - |  | --- | -- | - |  | ------- | --- |  |  | --- | -- | -
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  | 40-Foot
|                                      |                |  | 20-Foot |       | 40-Foot |  | High-Cube
|                                      |                |  |         |       |         |  |          
|                                      |                |  | Units   |       | %       |  | Units     |    | % |  | Units |       | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |  
|Total purchases                       |                |  | 2,244   |       |         |  | 100       | %  |   |  | 2,396 |       |   |  | 100 | %  |   |  | 150     |     |  |  | 100 | % 
|                                     
|                                     
|                                     
|                                     
|                                      | Less disposals |  |         | 1,596 |         |  |           | 71 | % |  |       | 1,818 |   |  |     | 76 | % |  |         | 112 |  |  |     | 75 | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   
|Remaining fleet at
September 30, 2002 |                |  | 648     |       |         |  | 29        | %  |   |  | 578   |       |   |  | 24  | %  |   |  | 38      |     |  |  | 25  | % 
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   

Over the past two years, the slowdown and uneven recovery in the global economy
has led to reduced levels of capital available for new container investment and
a corresponding increase in demand for existing dry cargo containers. During
2002, the surge in demand for existing containers has contributed to reducing
off-hire inventories primarily in Asia, and to a lesser extent Europe and North
America. Many Asian locations are now experiencing container shortfalls as
limited, new container production is unable to meet current market demands. To
exploit this demand, the Leasing Company has repositioned off-hire equipment to
locations of greatest demand and pursued leasing opportunities through its
global network of marketing services. As a result, average utilization of the
Registrants dry cargo fleet increased from 78% during the month of December
2001 to 82% during the month of September 2002. However, lease per-diem rates,
which are influenced by new container prices and borrowing rates, continued to
remain depressed. An improvement in lease per-diem rates is not expected until
new container prices increase to much higher levels. The demand for cargo
containers has continued into the fourth quarter of 2002 and is expected to
continue into early 2003. However, wide-ranging concerns remain about waning
consumer confidence within the worlds economies, a rise in oil prices, weak
global stock markets, and the uncertain impact of a possible war in Iraq, as
well as an increase in new container production, which may temper the current
demand for leased containers.

Despite recent improvements in container leasing market conditions, the effect
of the sporadic global economic recovery on the container leasing industrys
customers, the shipping lines, coupled with their acquisition of new, larger
containerships, has created a condition of excess shipping capacity. The
uncertainty over the financial strength of the shipping industry appears to
favor the larger more established shipping lines. The Registrant, CCC and the
Leasing Company continue to remain cautious, as some shipping lines have
reported operating losses during 2002. The financial impact of such losses on
these shipping lines

(Continued)

12



---



##### Table of Contents



may eventually influence the demand for leased containers
as some shipping lines may experience additional financial
difficulties, consolidate or become insolvent. Although the ultimate outcome,
as well as its impact on the container leasing industry and the Registrants
results of operations, is unknown, CCC, on behalf of the Registrant, will work
closely with the Leasing Company to monitor outstanding receivables,
collections, and credit exposure to various existing and new customers.

On October 8, 2002, the Pacific Maritime Associations 10-day lock-out of the
International Longshore and Warehouse Union ended. During this 10-day period,
the flow of world trade, particularly in Pacific trade routes was disrupted,
creating some interesting short-term benefits to the container leasing industry
as shipping lines were unable to off-hire containers during the 10-day lock
out, and ships were delayed at congested ports, exacerbating the shortage of
container inventories throughout Asia. While these conditions served to create
further short-term demand for existing cargo containers, the long-term impact
of this lock-out will not be known until the labor issues associated with the
lock-out are ultimately resolved, shipping lines assess their losses, and
containers and ships are redeployed into areas of demand.

The Registrants average fleet size and utilization rates for the three and
nine-month periods ended September 30, 2002 and 2001 were as follows:

|                                                                    |  |                    |       |                   |  |               |       |               |  |  |       |   |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | ----------------- |  | ------------- | ----- | ------------- |  |  | ----- | - |  |  | ----- | -
|                                                                    |  | Three Months Ended |       | Nine Months Ended
|                                                                    |  |                    |       |                  
|                                                                    |  | September 30,      |       | September 30,     |  | September 30, |       | September 30,
|                                                                    |  | 2002               |       | 2001              |  | 2002          |       | 2001         
|                                                                    |  |                    |       |                   |  |               |       |              
|Average fleet size
(measured in twenty-
foot equivalent units(TEU)) |  |                    | 1,935 |                   |  |               | 2,652 |               |  |  | 2,122 |   |  |  | 2,842 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Average utilization                                                 |  |                    | 82    | %                 |  |               | 80    | %             |  |  | 80    | % |  |  | 81    | %

Although utilization levels have increased since December 31, 2001, many older
containers, including those of the Registrant, were leased under term leases
that command lower per-diem rates. These term leases, combined with the
markets impact on short-term, master lease per-diem rates, contributed to an
overall decline in the Registrants per-diem rates. For the three and
nine-month periods ended September 30, 2002, the Registrants per-diem rates
declined by approximately 27% and 24%, when compared to the same three and
nine-month periods in the prior year.

The primary component of the Registrants results of operations is net lease
revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet.

Three Months Ended September 30, 2002 Compared to the Three Months Ended September 30, 2001

Loss from operationsfor the three months ended September 30, 2002 was $55,932,
as compared to $40,213 during the corresponding period of 2001. The decrease
was primarily due to a decline in net lease revenue, partially offset by a
$29,894 decrease in depreciation expense.

Net lease revenueof $42,558 for the three months ended September 30, 2002 was
$43,551 lower than the corresponding period of 2001. The decrease was due to a
$71,121 decline in gross rental revenue (a component of net lease revenue) from
the same period in 2001. Gross rental revenue was impacted by the Registrants
smaller fleet size and lower per-diem rental rates. Other components of net
lease revenue, including management and incentive fees, rental equipment
operating expense and reimbursed administrative expenses, were lower by a
combined $27,570 when compared to the corresponding period in 2001, partially
offsetting the decline in gross lease revenue. The decline in rental equipment
operating expenses was primarily attributable to the Registrants reduction in
fleet size.

(Continued)

13



---



##### Table of Contents



Depreciation expenseof $79,923 for the three months ended September 30, 2002
was $29,894 lower than the same period in 2001.

Other general and administrative expenseswere $12,142 for the three months
ended September 30, 2002, a decrease of $1,071 when compared to the
corresponding period in 2001.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
71 containers during the three-month period ended September 30, 2002, as
compared to 103 containers during the same period in 2001. These disposals
resulted in a net loss of $6,425 for the three-month period ended September 30,
2002, as compared to a net loss of $3,292 for the three-month period ended
September 30, 2001. The Registrant believes that the net loss on container
disposals in the three-month period ended September 30, 2002 was a result of
various factors including the age, condition, suitability for continued
leasing, as well as the geographical location of the containers when disposed.
These factors will continue to influence the decision to repair or dispose of a
container when it is returned by a lessee, as well as the amount of sales
proceeds received and the related gain or loss on container disposals. The
level of the Registrants container disposals in subsequent periods will also
contribute to fluctuations in the net gain or loss on disposals. There were no
reductions to the carrying value of container rental equipment during the
three-month periods ended September 30, 2002 and 2001.

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended
September 30, 2001

Loss from operationsfor the nine months ended September 30, 2002 was $164,289,
as compared to income of $57,267 during the corresponding period of 2001. The
decrease was primarily due to a decline in net lease revenue and a $61,462
increase in depreciation expense that resulted from a change in the estimated
life and salvage value of the containers, effective June 1, 2001.

Net lease revenueof $149,408 for the nine months ended September 30, 2002 was
$173,487 lower than the corresponding period of 2001. The decrease was due to
a $236,480 decline in gross rental revenue (a component of net lease revenue)
from the same period in 2001. Gross rental revenue was impacted by the
Registrants smaller fleet size and lower per-diem rental rates. Other
components of net lease revenue, including management and incentive fees,
rental equipment operating expense and reimbursed administrative expenses were
lower by a combined $62,993 when compared to the corresponding period in 2001.
The decline in rental equipment operating expenses were attributable to the
Registrants reduction in fleet size.

Depreciation expenseof $261,011 for the nine months ended September 30, 2002
was $61,462 higher than the same period in 2001. Effective June 1, 2001, the
Registrant changed the estimated life of its rental container equipment from an
estimated 12-year life to a 15-year life, and its estimated salvage value from
30% to 10% of original equipment cost. The effect of these changes was an
increase in depreciation expense of approximately $117,000 for the nine-month
period ended September 30, 2002.

Other general and administrative expenseswere $37,931 for the nine months
ended September 30, 2002, a decrease of $9,645 when compared to the
corresponding period in 2001. Contributing to this decline were legal costs,
net exchange rate losses and costs related to investor communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
361 containers during the nine-month period ended September 30, 2002, as
compared to 404 containers during the same period in 2001. These disposals
resulted in a net loss of $14,755 for the nine-month period ended September 30,
2002, as compared to a net loss of $18,503 for the nine-month period ended
September 30, 2001. There were no reductions to the carrying value of
container rental equipment during the nine-month periods ended September 30,
2002 and 2001.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was
$128,324 and $301,266 during the first nine months of 2002 and 2001,
respectively, primarily generated from the billing and collections of net lease
revenue.

Cash from Investing Activities: Net cash provided by investing activities
during the nine-month periods ending September 30, 2002 and 2001, included
sales proceeds generated from the sale of rental equipment of $293,371 and
$390,864, respectively.

(Continued)

14



---



##### Table of Contents



Cash from Financing Activities: Net cash used in financing activities was
$476,042 during the first nine months of 2002 compared to $936,970 in the
corresponding period of 2001. These amounts represent distributions to the
Registrants general and limited partners. The Registrants continuing
container disposals, as well as current market conditions, should produce lower
operating results and, consequently, lower distributions to its partners in
subsequent periods. Sales proceeds distributed to its partners may fluctuate
in subsequent periods, reflecting the level of container disposals. Effective
October 1, 2002, the Registrant will suspend distributions of cash generated
from operations in an effort to reserve all excess cash as part of its working
capital in order to maintain sufficient cash reserves for expenses related to
its final liquidation and subsequent dissolution. The Registrant may also
refrain from distributing cash generated from sales proceeds to its partners in
subsequent periods.

Capital Resources

Aside from the initial working capital reserve retained from the gross
subscription proceeds (equal to approximately .7% of such proceeds), the
Registrant relied primarily on container rental receipts to generate
distributions and proceeds from container sales to its general and limited
partners, as well as to finance current operating needs. No credit lines are
maintained to finance working capital.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations, which is effective for all
fiscal years beginning after June 15, 2002. This standard requires a company
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred, and a corresponding increase in the
carrying value of the related long-lived asset. The Registrant is currently
evaluating the impact that SFAS No. 143 will have on its financial statements.

In June 2002, the Financial Accounting Standards Board issued SFAS 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
addresses accounting for restructuring and similar costs. SFAS 146 supersedes
previous accounting guidance, principally Emerging Issues Task Force Issue No.
94-3. SFAS 146 requires that the liability for costs associated with an exit
or disposal activity be recognized when the liability is incurred. Under Issue
94-3, a liability for an exit cost was recognized at the date of the
Registrants commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair value. Accordingly,
SFAS 146 may affect the timing of recognizing future restructuring costs as
well as the amounts recognized. The Registrant believes that SFAS 146 will not
have a significant impact on its financial position or results of operations.

Inflation

The Registrant believes inflation has not had a material adverse effect on the
results of its operations.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are billed
and paid in US dollars and a significant portion of costs are billed and paid
in US dollars. Of the remaining costs, the majority are individually small,
unpredictable and incurred in various denominations and thus are not suitable
for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable
and are principally in UK pounds sterling. As exchange rates are outside of
the control of the Registrant and Leasing Company, there can be no assurance
that such fluctuations will not adversely affect its results of operations and
financial condition.

(Continued)

15



---



##### Table of Contents






Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated
the disclosure controls and procedures of the Registrant within 90 days prior
to the filing of this quarterly report. As used herein, the term disclosure
controls and procedures has the meaning given to the term by Rule 13a-14
under the Securities Exchange Act of 1934, as amended (Exchange Act), and
includes the controls and other procedures of the Registrant that are designed
to ensure that information required to be disclosed by the Registrant in the
reports that it files with the SEC under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms. Based upon their evaluation, the principal executive and principal
financial officers of CCC have concluded that the Registrants disclosure
controls and procedures provide reasonable assurance that the information
required to be disclosed by the Registrant in this report is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms applicable to the preparation of this report.

There have been no significant changes in the Registrants internal controls or
in other factors that could significantly affect the Registrants internal
controls subsequent to the evaluation described above conducted by CCCs
principal executive and financial officers.

16



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##### Table of Contents






PART II  OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------

|        |  |                                                                                                                   |  |                             
|------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----------------------------
|Exhibit |  |                                                                                                                   |  |                             
|No      |  | Description                                                                                                       |  | Method of Filing            
|        |  |                                                                                                                   |  |                             
|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                                                              |  | **                          
|       
|       
|       
|       
|        |  |                                                                                                                   |  |                             
|       
|       
|       
|       
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed with this
document
***
|       
|       
|       
|       
|        |  |                                                                                                                   |  |                             
|       
|       
|       
|       
|        |  |                                                                                                                   |  |                             
|       
|       
|       
|       
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed with this
document*** 



|(b) |  | Reports on Form 8-K                                                                             
|--- |  | ------------------------------------------------------------------------------------------------
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the quarter ended
September 30, 2002.



---

|*   |  | 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)                                                                                                                                                                                                                                                         
|   
|   
|   
|   
|*** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are not deemed to be
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.

17



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##### Table of Contents






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                     
|
|
|
|
| |  |                                                        |  |                                                                                                                                                    
|
|
|
|
| |  | By                                                     |  | /s/ John Kallas

John Kallas
Chief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC

Date: November 14, 2002



18



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##### Table of Contents



IEA Income Fund VIII

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, Dennis J. Tietz, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of IEA Income Fund
VIII (the Registrant);

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 other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, 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 we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, 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.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(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.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not 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 14, 2002                                   | 
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | 
|                                                         
|                                                         
|                                                         
|                                                         
|/s/ DENNIS J TIETZ                                        | 
|                                                         
|                                                         
|                                                         
|                                                         
|Dennis J Tietz
President of CCC
(Chief Executive Officer) | 





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##### Table of Contents



IEA Income Fund VIII

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, John Kallas, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of IEA Income Fund
VIII (the Registrant);

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 other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, 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 we have:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, 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.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(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.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not 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 14, 2002

|                                                                               | 
|------------------------------------------------------------------------------ | 
|/s/ JOHN KALLAS

John Kallas
Vice President and
Chief Financial Officer of CCC | 





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##### Table of Contents



EXHIBIT INDEX

|        |  |                                                                                                                   |  |                             
|------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----------------------------
|Exhibit |  |                                                                                                                   |  |                             
|No..    |  | Description                                                                                                       |  | Method of Filing            
|        |  |                                                                                                                   |  |                             
|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                                                              |  | **                          
|       
|       
|       
|       
|        |  |                                                                                                                   |  |                             
|       
|       
|       
|       
|99.1    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | Filed with this document
***
|       
|       
|       
|       
|        |  |                                                                                                                   |  |                             
|99.2    |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | Filed with this document
***



---

|*   |  | 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)                                                                                                                                                                                                                                                         
|   
|   
|   
|   
|*** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are not deemed to be
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.