<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 10-Q


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________


                         Commission file number 0-17942

                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)
             (Exact name of registrant as specified in its charter)


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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]



                                       
<PAGE>   2

                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                      Report on Form 10-Q for the Quarterly
                           Period Ended June 30, 1997

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

  Item 1. Financial Statements

          Balance Sheets - June 30, 1997 (unaudited) and December 31, 1996                                            4

          Statements of Operations for the three and six months ended June 30, 1997 and 1996 (unaudited)              5

          Statements of Cash Flows for the six months ended June 30, 1997 and 1996 (unaudited)                        6

          Notes to Financial Statements (unaudited)                                                                   7

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


PART II - OTHER INFORMATION

  Item 6. Exhibit and Reports on Form 8-K                                                                            13
</TABLE>




                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

          Presented herein are the Registrant's balance sheets as of June 30,
          1997 and December 31, 1996, statements of operations for the three and
          six months ended June 30, 1997 and 1996, and statements of cash flows
          for the six months ended June 30, 1997 and 1996.




                                       3
<PAGE>   4
                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                                 Balance Sheets

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          June 30,     December 31,
                                                                           1997           1996
                                                                        -----------   -----------
<S>                                                                      <C>           <C>       
                   Assets
Current assets:
    Cash and cash equivalents, includes $605,145 at June 30, 1997
       and $669,671 at December 31, 1996 in interest-bearing accounts   $   631,070   $   669,932
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                      238,770       283,701
                                                                        -----------   -----------

           Total current assets                                             869,840       953,633
                                                                        -----------   -----------

Container rental equipment, at cost                                      11,201,800    11,525,846
    Less accumulated depreciation                                         5,382,529     5,217,353
                                                                        -----------   -----------
       Net container rental equipment                                     5,819,271     6,308,493
                                                                        -----------   -----------

                                                                        $ 6,689,111   $ 7,262,126
                                                                        ===========   ===========

              Partners' Capital

Partners' capital:
    General partner                                                     $     2,410   $     4,943
    Limited partners                                                      6,686,701     7,257,183
                                                                        -----------   -----------

           Total partners' capital                                        6,689,111     7,262,126
                                                                        -----------   -----------

                                                                        $ 6,689,111   $ 7,262,126
                                                                        ===========   ===========
</TABLE>

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



                                       4
<PAGE>   5

                             IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                            Statements of Operations

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                    Three Months Ended    Six Months Ended
                                                   -------------------   -------------------
                                                    June 30,  June 30,   June 30,   June 30,
                                                     1997      1996        1997       1996
                                                   --------   --------   --------   --------
<S>                                                <C>        <C>        <C>        <C>     
Net lease revenue (notes 1 and 3)                  $292,276   $384,773   $578,641   $841,084
Other operating expenses:
     Depreciation                                   163,131    171,575    328,600    346,352
     Other general and administrative expenses       10,623      7,058     17,995     13,576
                                                   --------   --------   --------   --------
                                                    173,754    178,633    346,595    359,928
                                                   --------   --------   --------   --------
         Earnings from operations                   118,522    206,140    232,046    481,156
Other income:
     Interest income                                  6,576      9,910     14,143     19,644
     Net gain on disposal of equipment               11,972      7,574     49,481     43,898
                                                   --------   --------   --------   --------
                                                     18,548     17,484     63,624     63,542
                                                   --------   --------   --------   --------
         Net earnings                              $137,070   $223,624   $295,670   $544,698
                                                   ========   ========   ========   ========
Allocation of net earnings:
     General partner                               $ 31,076   $ 47,199   $ 66,873   $ 99,618
     Limited partners                               105,994    176,425    228,797    445,080
                                                   --------   --------   --------   --------
                                                   $137,070   $223,624   $295,670   $544,698
                                                   ========   ========   ========   ========
Limited partners' per unit share of net earnings   $   4.94   $   8.21   $  10.65   $  20.71
                                                   ========   ========   ========   ========
</TABLE>

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




                                       5
<PAGE>   6

                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                            Statements of Cash Flows

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                          --------------------------
                                                            June 30,        June 30,
                                                              1997           1996
                                                          -----------    -----------
<S>                                                       <C>            <C>        
Net cash provided by operating activities                 $   638,216    $   928,364

Cash flows provided by (used in) investing activities:
     Proceeds from sale of container rental equipment         191,606         86,710
     Acquisition fees paid to general partner                       -         (7,112)
                                                          -----------    -----------

              Net cash provided by investing activities       191,606         79,598
                                                          -----------    -----------

Cash flows used in financing activities:
     Distribution to partners                                (868,684)    (1,128,393)
                                                          -----------    -----------

Net decrease in cash and cash equivalents                     (38,862)      (120,431)

Cash and cash equivalents at January 1                        669,932        807,639
                                                          -----------    -----------

Cash and cash equivalents at June 30                      $   631,070    $   687,208
                                                          ===========    ===========
</TABLE>

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


                                       6
<PAGE>   7

                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                     Notes to Unaudited Financial Statements


(1)   Summary of Significant Accounting Policies

      (a) Nature of Operations

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

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

          As of June 30, 1997, the Partnership operated 1,982 twenty-foot, 2,015
          forty-foot and 131 forty-foot high-cube marine dry cargo containers.


      (b) Leasing Company and Leasing Agent Agreement

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

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



                                       7
<PAGE>   8

                              IEA INCOME FUND VIII,
                       (A California Limited Partnership)

                     Notes to Unaudited Financial Statements


      (c) Basis of Accounting

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


      (d) Financial Statement Presentation

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

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

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


(2)   Net Lease Receivables Due from Leasing Company

      Net lease receivables due from the Leasing Company are determined by
      deducting direct operating payables and accrued expenses, base management
      fees payable, and reimbursed administrative expenses payable to CCC and
      its affiliates from the rental billings payable by the Leasing Company to
      the Partnership under operating leases to ocean carriers for the
      containers owned by the Partnership. Net lease receivables at June 30,
      1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                 June 30,  December 31,
                                                   1997       1996
                                                 --------   --------
<S>                                               <C>        <C>    
Lease receivables, net of doubtful accounts
   of $138,784 at June 30, 1997 and $137,194
   at December 31, 1996                          $578,995   $621,759
Less:
Direct operating payables and accrued expenses    197,687    170,099
Damage protection reserve                          79,290    104,457
Base management fees                               53,522     52,702
Reimbursed administrative expenses                  9,726     10,800
                                                 --------   --------
                                                 $238,770   $283,701
                                                 ========   ========
</TABLE>





                                       8
<PAGE>   9

                              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 billed by the Leasing Company under
      operating leases to ocean carriers for the containers owned by the
      Partnership. Net lease revenue for the three and six-month periods ended
      June 30, 1997 and 1996, was as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended         Six Months Ended
                                      -----------------------   -----------------------
                                        June 30,    June 30,     June 30,     June 30,
                                          1997       1996          1997         1996
                                      ----------   ----------   ----------   ----------
<S>                                   <C>          <C>          <C>          <C>       
Rental revenue                        $  529,584   $  676,623   $1,063,398   $1,414,065
Less:
Rental equipment operating expenses      164,127      208,834      343,340      398,791
Base management fees                      36,355       44,486       73,573       93,925
Reimbursed administrative expenses        29,591       38,530       60,609       80,265
Incentive fees                             7,235            -        7,235            -
                                      ----------   ----------   ----------   ----------
                                      $  292,276   $  384,773   $  578,641   $  841,084
                                      ==========   ==========   ==========   ==========
</TABLE>





                                       9
<PAGE>   10

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

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

1)    Material changes in financial condition between June 30, 1997 and 
      December 31, 1996.

      During the first six months of 1997, the Registrant disposed of 125
      containers as part of its ongoing operations. At June 30, 1997, 86% of the
      original equipment remained in the Registrant's fleet, as compared to 89%
      at December 31, 1996, and was comprised of the following:

<TABLE>
<CAPTION>
                                                              40-Foot
                                       20-Foot    40-Foot     High Cube
                                       -------    ------      ---------
<S>                                       <C>        <C>         <C>
Containers on lease:
    Term leases                           168        194         14
    Master lease                        1,310      1,235         96
                                        -----      -----      -----
           Subtotal                     1,478      1,429        110
Containers off lease                      504        586         21
                                        -----      -----      -----
       Total container fleet            1,982      2,015        131
                                        =====      =====      =====
</TABLE>

<TABLE>
<CAPTION>
                                                                        40-Foot
                                       20-Foot          40-Foot        High Cube
                                   -------------    -------------    -------------
                                   Units      %     Units      %      Units     %
                                   -----   -----    -----   -----    -----   -----
<S>                                <C>       <C>    <C>       <C>      <C>     <C> 
Total purchases                    2,244     100%   2,396     100%     150     100%
    Less disposals                   262      12%     381      16%      19      13%
                                   -----   -----    -----   -----    -----   -----

Remaining fleet at June 30, 1997   1,982      88%   2,015      84%     131      87%
                                   =====   =====    =====   =====    =====   =====
</TABLE>


      The Registrant's operating performance contributed to a 16% decline in net
      lease receivables at June 30, 1997 when compared to December 31, 1996.
      During the second quarter of 1997, distributions from operations and sales
      proceeds amounted to $408,222, reflecting distributions to the general and
      limited partners for the first quarter of 1997. This represents a decline
      from the $460,462 distributed during the first quarter of 1997, reflecting
      distributions for the fourth quarter of 1996. In 1994, pursuant to Section
      6.1(b) and (c) of the Partnership Agreement, the allocation of
      distributions from operations among the general partner and limited
      partners was adjusted to 10% and 90%, respectively. With the payment of
      the distribution for the second quarter of 1997, the limited partners will
      have received aggregate distributions in an amount equal to their adjusted
      capital contributions plus a 10% cumulative, annual return on their
      adjusted capital contributions. Thereafter, all distributions will be
      allocated 20% to the general partner and 80% to the limited partners,
      pursuant to Sections 6.1(b) and (c) of the Partnership Agreement. Cash
      distributions from operations to the general partner in excess of 10% of
      distributable cash will be considered an incentive fee and compensation to
      the general partner.

      During 1996, ocean carriers and other transport companies moved away from
      leasing containers outright, as declining container prices, favorable
      interest rates and the abundance of available capital resulted in ocean
      carriers and transport companies purchasing a larger share of equipment
      for their own account, reducing the demand for leased containers. Once the
      demand for leased containers began to fall, per-diem rental rates were
      also adversely affected, contributing to an uncertain start to 1997. Since
      the beginning of the year, the container leasing industry has experienced
      an upward trend in container utilization. This trend can also be seen
      within the Registrant's utilization rate, which increased from 71% at
      December 31, 1996 to 73% at June 30, 1997. During 1996, shipping lines and
      other transport companies had reduced their leased fleets to minimal
      levels in an attempt to reduce costs. However, increasing cargo volumes
      and continued equipment imbalances within the container fleets of shipping
      lines and transport companies have established a need for these companies
      to replenish their leased fleets.




                                       10
<PAGE>   11

      Although there has been an improvement in container utilization rates,
      per-diem rental rates continue to remain under pressure. The decline in
      per-diem rental rates from those evidenced during 1996 can be attributed
      to the following factors: three new leasing companies have offered new
      containers and low rental rates in an effort to break into the leasing
      market; established leasing companies have reduced rates to very low
      levels; and a continued over supply of containers. Although these
      conditions are expected to continue to impact the Registrant's financial
      condition and operating performance throughout 1997, the long-term outlook
      remains a positive one.


2)    Material changes in the results of operations between the three and 
      six-month periods ended June 30, 1997 and the three and six-month periods
      ended June 30, 1996.

      Net lease revenue for the three and six-month periods ended June 30, 1997
      was $292,276 and $578,641, respectively, a decline of 24% and 31% from the
      same three and six-month periods in the prior year, respectively.
      Approximately 9% and 17% of the Registrant's net earnings for the three
      and six-month periods ended June 30, 1997, respectively, were from gain on
      disposal of equipment, as compared to 3% and 8% for the same three and
      six-month periods in the prior year, respectively. As the Registrant's
      disposals increase in subsequent periods, net gain on disposal should
      contribute significantly to the Registrant's net earnings.

      Gross rental revenue (a component of net lease revenue) for the three and
      six-month periods ended June 30, 1997 was $529,584 and $1,063,398,
      respectively, reflecting a decline of 22% and 25% from the same three and
      six-month periods in 1996, respectively. During 1997, gross rental revenue
      was impacted by the Registrant's slightly smaller fleet size, lower
      per-diem rental rates and utilization levels. Average per-diem rental
      rates decreased approximately 14% and 13%, when compared to the same three
      and six-month periods in the prior year, respectively. Utilization of the
      Registrant's fleet of containers, which steadily increased since December
      31, 1996, did not recover to the same levels experienced during the three
      and six-month periods ended June 30, 1996. The Registrant's average fleet
      size and utilization rates for the three and six-month periods ended June
      30, 1997 and June 30, 1996 were as follows:

<TABLE>
<CAPTION>
                                         Three Months Ended      Six Months Ended
                                         ------------------    --------------------
                                         June 30,   June 30,   June 30,    June 30,
                                          1997       1996       1997        1996
                                         ------     ------     ------      ------
<S>                                      <C>        <C>        <C>        <C>
Average Fleet Size (measured in
    twenty-foot equivalent units (TEU))   6,324      6,746      6,393      6,801
Average Utilization                          73%        76%        72%        78%
</TABLE>


      The Registrant's aging and declining fleet size contributed to a 5%
      decline in depreciation expense in each of the three and six-month periods
      ended June 30, 1997, when compared to the same three and six-month periods
      in the prior year. Rental equipment operating expenses were 31% and 32% of
      the Registrant's gross lease revenue during the three and six-month
      periods ended June 30, 1997, respectively, as compared to 31% and 28%
      during the three and six-month periods ended June 30, 1996, respectively.
      The increase for the six-month period ended June 30, 1997 was largely
      attributable to an increase in costs associated with lower utilization
      levels, including handling and storage.

      As reported in the Registrant's Current Report on Form 8-K and Amendment
      No. 1 to Current Report on Form 8-K, filed with the Commission on February
      7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
      England, resigned as auditors of The Cronos Group, a Luxembourg
      Corporation headquartered in Orchard Lea, England (the "Parent Company"),
      on February 3, 1997.





                                       11
<PAGE>   12

      The Parent Company is the indirect corporate parent of Cronos Capital
      Corp., the general partner of the Registrant. In its letter of resignation
      to the Parent Company, Arthur Andersen states that it resigned as auditors
      of the Parent Company and all other entities affiliated with the Parent
      Company. While its letter of resignation was not addressed to the general
      partner or the Registrant, Arthur Andersen confirmed to the general
      partner that its resignation as auditors of the entities referred to in
      its letter of resignation included its resignation as auditors of Cronos
      Capital Corp. and the Registrant. Following Arthur Andersen's resignation,
      the Parent Company subsequently received notification from the Securities
      and Exchange Commission that it was conducting a private investigation of
      the Parent Company regarding the events and circumstances leading to
      Arthur Andersen's resignation. The results of this investigation are still
      pending. Accordingly, the Registrant does not, at this time, have
      sufficient information to determine the impact, if any, that the
      Securities and Exchange Commission investigation of the Parent Company and
      the concerns expressed by Arthur Andersen in its letter of resignation may
      have on the future operating results and financial condition of the
      Registrant or the Leasing Company's ability to manage the Registrant's
      fleet in subsequent periods. However, the general partner of the
      Registrant does not believe, based upon the information currently
      available to it, that Arthur Andersen's resignation was triggered by any
      concern over the accounting policies and procedures followed by the
      Registrant.

      Arthur Andersen's report on the financial statements of Cronos Capital
      Corp. and the Registrant, for either of the previous two years, has not
      contained an adverse opinion or a disclaimer of opinion, nor was any such
      report qualified or modified as to uncertainty, audit scope, or accounting
      principles. During the Registrant's previous two fiscal years and the
      subsequent interim period preceding Arthur Andersen's resignation, there
      have been no disagreements between Cronos Capital Corp. or the Registrant
      and Arthur Andersen on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure.

      The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
      Stephens") on April 10, 1997, as reported in the Registrant's Current
      Report on Form 8-K, filed April 14, 1997.

      The President of the Leasing Company, a subsidiary of the Parent Company,
      along with two marketing Vice Presidents, resigned in June 1997. These
      vacancies were filled by qualified, long-time employees who average over
      15 years of experience in the container leasing industry, therefore
      providing continuity in the management of the Leasing Company. The
      Registrant and general partner do not believe these changes will have a
      material impact on the future operating results and financial condition of
      the Registrant.


      Cautionary Statement

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




                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

<TABLE>
<CAPTION>

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

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

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

(b)   Reports on Form 8-K

      The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
      appointment of the Registrant's successor certifying accountant.























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

*      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)




                                       13
<PAGE>   14

                                   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/ JOHN KALLAS
                                   -------------------------------------------
                                   John Kallas
                                   Vice President, Treasurer
                                   Principal Finance & Accounting Officer



Date:  August 14, 1997



                                       14
<PAGE>   15
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

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

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

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



































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

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

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