##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|          |  |                                                                                                                                          
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|þ         |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
|         
|         
|         
|         
|          |  |                                                                                                                                          
|         
|         
|         
|         
|OR       
|         
|         
|         
|         
|          |  |                                                                                                                                          
|         
|         
|         
|         
|(box.gif) |  | 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 ü .    No .





---

TABLE OF CONTENTS



|                                        |                                                                                               |  |  |  |  |  |  | 
|--------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION         
|                                        | Item 1. Financial Statements                                                                 
|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                           
|PART II  OTHER INFORMATION            
|                                        | Item 6. Exhibits and Reports on Form 8-K                                                     



---



##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2001

TABLE OF CONTENTS

|                               |  |                                                                                                      |  |  |    |      |  | 
|------------------------------ |  | ---------------------------------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|                               |  |                                                                                                      |  |  |    | PAGE
|PART I  FINANCIAL INFORMATION |  |                                                                                                      |  |  |    |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|Item 1.                        |  | Financial Statements                                                                                 |  |  |    |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|                               |  | Balance Sheets  September 30, 2001 and December 31, 2000 (unaudited)                                |  |  | 4  |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|                               |  | Statements of Operations for the three and nine months ended September 30, 2001 and 2000 (unaudited) |  |  | 5  |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|                               |  | Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 (unaudited)           |  |  | 6  |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|                               |  | Notes to Financial Statements (unaudited)                                                            |  |  | 7  |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|Item 2.                        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                |  |  | 11 |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  |  | 13 |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|PART II  OTHER INFORMATION    |  |                                                                                                      |  |  |    |     
|                              
|                              
|                              
|                              
|                               |  |                                                                                                      |  |  |    |      |  | 
|                              
|                              
|                              
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                     |  |  | 14 |     

2



---



##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Presented herein are the Registrants balance sheets as of September 30,
2001 and December 31, 2000, statements of operations for the three and
nine months ended September 30, 2001 and 2000, and statements of cash
flows for the nine months ended September 30, 2001 and 2000.

3



---



##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership




Balance Sheets

(Unaudited)

|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |              |           |           |  | 
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ----------------- | --------- | ------------- | --------- | ------------ | --------- | --------- |  | 
|                                    |                                                                                                                                   |                                |                         |                   |           | September 30, |           | December 31,
|                                    |                                                                                                                                   |                                |                         |                   |           | 2001          |           | 2000        
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   |                                |                         | Assets            |           |               |           |              |           |           |  | 
|                                   
|                                   
|                                   
|                                   
|Current assets:                     |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                   
|                                   
|                                   
|                                   
|                                    | Cash and cash equivalents, includes $338,691 at September 30, 2001 and
$463,158 at December 31, 2000 in interest-bearing accounts |                                | $                       | 353,691           |           |               | $         | 598,531      |          
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                                    |                                |                         | 33,149            |           |               |           | 83,433       |          
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   |                                | Total current assets    |                   |           | 386,840       |           |              |           | 681,964   | 
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|Container rental equipment, at cost |                                                                                                                                   |                                | 4,822,608               |                   |           |               | 5,929,323 |             
|                                   
|                                   
|                                   
|                                   
|                                    | Less accumulated depreciation                                                                                                     |                                |                         | 3,226,048         |           |               |           | 3,761,161    |          
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   | Net container rental equipment |                         |                   | 1,596,560 |               |           |              | 2,168,162 |          
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   |                                | Total assets            |                   | $         | 1,983,400     |           |              | $         | 2,850,126 | 
|                                   
|                                   
|                                   
|                                   
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   |                                |                         | Partners Capital |           |               |           |              |           |           |  | 
|                                   
|                                   
|                                   
|                                   
|Partners capital (deficit):        |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                   
|                                   
|                                   
|                                   
|                                    | General partner                                                                                                                   |                                | $                       | (140,859          | )         |               | $         | (132,192     | )        
|                                   
|                                   
|                                   
|                                   
|                                    | Limited partners                                                                                                                  |                                |                         | 2,124,259         |           |               |           | 2,982,318    |          
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             
|                                    |                                                                                                                                   |                                | Total partners capital |                   | $         | 1,983,400     |           |              | $         | 2,850,126 | 
|                                    |                                                                                                                                   |                                |                         |                   |           |               |           |             

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

4



---



##### 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,
|                                                      |                                           |                               |         | 2001               |         | 2000              |         | 2001          |         | 2000         
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |              
|Net lease revenue (notes 1 and 3)                     |                                           | $                             | 86,109  |                    |         | $                 | 181,599 |               |         | $             | 322,895 |         |        | $ | 450,719 |        
|                                                     
|                                                     
|                                                     
|                                                     
|Other operating expenses:                             |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Depreciation                              |                               |         | 109,817            |         |                   |         | 41,768        |         |               |         | 199,549 |        |   |         | 211,923 |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other general and administrative expenses |                               |         | 13,213             |         |                   |         | 12,453        |         |               |         | 47,576  |        |   |         | 40,606  |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                      |                                           |                               | 123,030 |                    |         |                   | 54,221  |               |         |               | 247,125 |         |        |   | 252,529 |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                      |                                           | Income (loss) from operations |         |                    | (36,921 | )                 |         |               | 127,378 |               |         |         | 75,770 |   |         |         | 198,190 | 
|                                                     
|                                                     
|                                                     
|                                                     
|Other income (loss):                                  |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Interest income                           |                               |         | 3,031              |         |                   |         | 3,592         |         |               |         | 12,977  |        |   |         | 13,716  |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net (loss) gain on disposal of equipment  |                               |         | (3,292             | )       |                   |         | (9,789        | )       |               |         | (18,503 | )      |   |         | 36,216  |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                      |                                           |                               | (261    | )                  |         |                   | (6,197  | )             |         |               | (5,526  | )       |        |   | 49,932  |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                      |                                           | Net (loss) income             |         | $                  | (37,182 | )                 |         | $             | 121,181 |               |         | $       | 70,244 |   |         | $       | 248,122 | 
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|Allocation of net (loss) income:                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | General partner                           |                               | $       | 26,370             |         |                   | $       | 21,317        |         |               | $       | 95,441  |        |   | $       | 123,904 |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Limited partners                          |                               |         | (63,552            | )       |                   |         | 99,864        |         |               |         | (25,197 | )      |   |         | 124,218 |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|                                                      |                                           | $                             | (37,182 | )                  |         | $                 | 121,181 |               |         | $             | 70,244  |         |        | $ | 248,122 |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        
|Limited partners per unit share of net
(loss) income |                                           | $                             | (2.96   | )                  |         | $                 | 4.65    |               |         | $             | (1.17   | )       |        | $ | 5.78    |        
|                                                      |                                           |                               |         |                    |         |                   |         |               |         |               |         |         |        |   |         |        

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

5



---



##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership




Statements of Cash Flows

(Unaudited)

|                                                     |                                        |   |                   |          |               |   |         |          |  
|---------------------------------------------------- | -------------------------------------- | - | ----------------- | -------- | ------------- | - | ------- | -------- | -
|                                                     |                                        |   | Nine Months Ended
|                                                     |                                        |   |                  
|                                                     |                                        |   | September 30,     |          | September 30,
|                                                     |                                        |   | 2001              |          | 2000         
|                                                     |                                        |   |                   |          |              
|Net cash provided by operating activities            |                                        | $ | 301,266           |          |               | $ | 512,298 |         
|                                                    
|                                                    
|                                                    
|                                                    
|Cash provided by investing activities:               |                                        |   |                   |          |               |   |         |         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale of rental equipment |   |                   | 390,864  |               |   |         | 444,542  |  
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows used in financing activities:             |                                        |   |                   |          |               |   |         |         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Distribution to partners               |   |                   | (936,970 | )             |   |         | (846,294 | )
|                                                     |                                        |   |                   |          |               |   |         |         
|Net increase (decrease) in cash and cash equivalents |                                        |   | (244,840          | )        |               |   | 110,546 |         
|                                                     |                                        |   |                   |          |               |   |         |         
|Cash and cash equivalents at January 1               |                                        |   | 598,531           |          |               |   | 416,688 |         
|                                                     |                                        |   |                   |          |               |   |         |         
|Cash and cash equivalents at September 30            |                                        | $ | 353,691           |          |               | $ | 527,234 |         
|                                                     |                                        |   |                   |          |               |   |         |         

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

6



---



##### Table of Contents



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 the
general partner. 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. 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 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)

7



---



##### Table of Contents



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) |  | Depreciation of Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | Effective June 1, 2001, the estimated depreciable life has been
changed from a twelve-year life to a fifteen-year life and the estimated
salvage value has been changed from 30% to 10% of the original equipment
cost. The effect of these changes is an increase to depreciation expense
of approximately $110,200 from June 1 to September 30, 2001.                                                                                                                                          
|
| | (e) |  | 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 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 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.                                                                                       

(Continued)

8



---



##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (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 earned, reimbursed administrative expenses, 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. Net lease receivables at September 30, 2001 and December
31, 2000 were as follows:

|                                               |  |               |         |              |  |   |         | 
|---------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                                               |  | September 30, |         | December 31,
|                                               |  | 2001          |         | 2000        
|                                               |  |               |         |             
|Gross lease receivables                        |  | $             | 199,981 |              |  | $ | 329,461 | 
|                                              
|                                              
|                                              
|                                              
|Less:                                          |  |               |         |              |  |   |         | 
|                                              
|                                              
|                                              
|                                              
|Direct operating payables and accrued expenses |  |               | 63,838  |              |  |   | 60,107  | 
|                                              
|                                              
|                                              
|                                              
|Damage protection reserve                      |  |               | 11,701  |              |  |   | 25,089  | 
|                                              
|                                              
|                                              
|                                              
|Base management fees payable                   |  |               | 45,154  |              |  |   | 52,631  | 
|                                              
|                                              
|                                              
|                                              
|Reimbursed administrative expenses             |  |               | 4,569   |              |  |   | 11,647  | 
|                                              
|                                              
|                                              
|                                              
|Allowance for doubtful accounts                |  |               | 20,582  |              |  |   | 36,554  | 
|                                              
|                                              
|                                              
|                                              
|Incentive fees                                 |  |               | 20,988  |              |  |   | 60,000  | 
|                                               |  |               |         |              |  |   |         | 
|Net lease receivables                          |  | $             | 33,149  |              |  | $ | 83,433  | 
|                                               |  |               |         |              |  |   |         | 



| | (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, 2001
and 2000 was as follows:

|                                    |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 
|----------------------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | ------- | ------------- |  | - | ------- |  |  | - | ------- | 
|                                    |  | Three Months Ended |         | Nine Months Ended |  |               |         |              
|                                    |  |                    |         |                   |  |               |         |              
|                                    |  | September 30,      |         | September 30,     |  | September 30, |         | September 30, |  |   |         | 
|                                    |  | 2001               |         | 2000              |  | 2001          |         | 2000          |  |   |         | 
|                                    |  |                    |         |                   |  |               |         |               |  |   |         | 
|Rental revenue (note 4)             |  | $                  | 155,118 |                   |  | $             | 259,132 |               |  | $ | 534,669 |  |  | $ | 834,934 | 
|                                   
|                                   
|                                   
|                                   
|Less:                               |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 
|                                   
|                                   
|                                   
|                                   
|Rental equipment operating expenses |  |                    | 28,767  |                   |  |               | 16,941  |               |  |   | 82,205  |  |  |   | 184,557 | 
|                                   
|                                   
|                                   
|                                   
|Base management fees                |  |                    | 10,802  |                   |  |               | 19,749  |               |  |   | 37,194  |  |  |   | 55,654  | 
|                                   
|                                   
|                                   
|                                   
|Reimbursed administrative expenses  |  |                    | 8,451   |                   |  |               | 8,940   |               |  |   | 27,279  |  |  |   | 47,453  | 
|                                   
|                                   
|                                   
|                                   
|Incentive fees                      |  |                    | 20,989  |                   |  |               | 31,903  |               |  |   | 65,096  |  |  |   | 96,551  | 
|                                    |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 
|                                    |  | $                  | 86,109  |                   |  | $             | 181,599 |               |  | $ | 322,895 |  |  | $ | 450,719 | 
|                                    |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 

(Continued)

9



---



##### Table of Contents



IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (4) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Financial Accounting Standards Board has issued SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, which
changes the way public business enterprises report financial and descriptive
information about reportable operating segments. An operating segment is a
component of an enterprise that engages in business activities from which it
may earn revenues and incur expenses, whose operating results are regularly
reviewed by the enterprises chief operating decision maker to make
decisions about resources to be allocated to the segment and assess its
performance, and about which separate financial information is available.
Management operates the Partnerships container fleet as a homogenous unit
and has determined, after considering the requirements of SFAS No. 131, that
as such it has a single reportable operating segment.                                                                                                                                                                                 
|
| |     |  | The Partnership derives its revenues from leasing marine dry cargo
containers. As of September 30, 2001, the Partnership operated 907
twenty-foot, 791 forty-foot and 51 forty-foot high-cube marine dry cargo
containers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | Due to the Partnerships lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, it is
impracticable to provide the geographic area information required by SFAS
No. 131.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (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
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. During
October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, which is
effective for all fiscal years beginning after December 15, 2001. SFAS No.
144 supersedes SFAS No. 121, but retains its fundamental provisions relating
to the recognition and measurement of the impairment of long-lived assets to
be held and used, and the measurement of long lived assets to be disposed of
by sale. The Registrant has not yet determined the effect of adoption of
either SFAS 143 or SFAS 144 on its financial position and results of
operations.

******

10



---



##### 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

Pursuant to the Limited Partnership Agreement of the Registrant, all authority
to administer the business of the Registrant 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
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, 2001,
37% of the original equipment remained in the Registrants fleet, as compared
to 45% at December 31, 2000. The following chart summarizes the composition of
the Registrants fleet (based on container type) at September 30, 2001.

|                     |                       |          |     |         |     |         |     |           |     |  |    |         |    | 
|-------------------- | --------------------- | -------- | --- | ------- | --- | ------- | --- | --------- | --- |  | -- | ------- | -- | 
|                     |                       |          |     |         |     |         |     |           |     |  |    | 40-Foot
|                     |                       |          |     | 20-Foot |     | 40-Foot |     | High-Cube
|                     |                       |          |     |         |     |         |     |          
|Containers on lease: |                       |          |     |         |     |         |     |           |     |  |    |        
|                    
|                    
|                    
|                    
|                     | Term leases           |          |     | 138     |     |         |     | 331       |     |  |    | 12      |   
|                    
|                    
|                    
|                    
|                     | Master leases         |          |     | 576     |     |         |     | 294       |     |  |    | 22      |   
|                     |                       |          |     |         |     |         |     |           |     |  |    |         |   
|                    
|                    
|                    
|                    
|                     |                       | Subtotal |     |         | 714 |         |     |           | 625 |  |    |         | 34 | 
|                    
|                    
|                    
|                    
|Containers off lease |                       |          | 193 |         |     |         | 166 |           |     |  | 17 |        
|                     |                       |          |     |         |     |         |     |           |     |  |    |         |   
|                     | Total container fleet |          |     | 907     |     |         |     | 791       |     |  |    | 51      |   
|                     |                       |          |     |         |     |         |     |           |     |  |    |         |   

|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |    |  |  |     |    |  
|------------------------------------- | -------------- |  | ------- | ----- | ------- |  | --------- | -- | - |  | ----- | ----- | - |  | --- | -- | - |  | ------- | -- |  |  | --- | -- | -
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  | 40-Foot
|                                      |                |  | 20-Foot |       | 40-Foot |  | High-Cube
|                                      |                |  |         |       |         |  |          
|                                      |                |  | Units   |       | %       |  | Units     |    | % |  | Units |       | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |  
|Total purchases                       |                |  | 2,244   |       |         |  | 100       | %  |   |  | 2,396 |       |   |  | 100 | %  |   |  | 150     |    |  |  | 100 | % 
|                                     
|                                     
|                                     
|                                     
|                                      | Less disposals |  |         | 1,337 |         |  |           | 60 | % |  |       | 1,605 |   |  |     | 67 | % |  |         | 99 |  |  |     | 66 | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |    |  |  |     |   
|Remaining fleet at
September 30, 2001 |                |  | 907     |       |         |  | 40        | %  |   |  | 791   |       |   |  | 33  | %  |   |  | 51      |    |  |  | 34  | % 
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |    |  |  |     |   

The demand for dry cargo containers has continued to be adversely affected by
the slowdown in the global economy and the resulting excess supply of
containers. The terrorist attacks of September 11, 2001 resulted in further
disruptions of global business activities and raised further questions as to
the short-term direction of the global economy. Transpacific trade, a large
proportion of which consists of technology-related goods, has been largely
affected by the slowdown of the US economy. For the first time in many years,
the aggregate GDP growth rates of the United States, Europe, and Japan have
decelerated, contributing to lower utilization rates and higher container
inventories throughout the world. Container imbalances for all trade routes
involving Asia are expected to continue throughout the remainder of the year
and through the first half of 2002. As a result of the increasing container
inventories worldwide, the production of new containers has declined. Although
a slowdown in new container production could have positive short and long-term
effects for the container leasing industry, a reduction in new containers will
not have a significant impact without an easing of current market constraints
and a strengthening of the worlds economies. In response to the foregoing, the
Leasing Company continues to implement a number of marketing initiatives which
are designed to target identified leasing opportunities and enhance inventory
management of the Registrants fleet.

(continued)

11



---



##### Table of Contents



The Registrants average fleet size and utilization rates for the three and
nine-month periods ended September 30, 2001 and September 30, 2000 were as
follows:

|                                                                    |  |                    |       |                   |  |               |       |               |  |  |       |   |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | ----------------- |  | ------------- | ----- | ------------- |  |  | ----- | - |  |  | ----- | -
|                                                                    |  | Three Months Ended |       | Nine Months Ended
|                                                                    |  |                    |       |                  
|                                                                    |  | September 30,      |       | September 30,     |  | September 30, |       | September 30,
|                                                                    |  | 2001               |       | 2000              |  | 2001          |       | 2000         
|                                                                    |  |                    |       |                   |  |               |       |              
|Average fleet size (measured in twenty-foot equivalent units (TEU)) |  |                    | 2,652 |                   |  |               | 3,582 |               |  |  | 2,842 |   |  |  | 3,911 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Average utilization                                                 |  |                    | 80    | %                 |  |               | 83    | %             |  |  | 81    | % |  |  | 81    | %

Average per-diem rental rates decreased approximately 14% and 11%, when
compared to the same three and nine-month periods in the prior year
respectively.

Three Months Ended September 30, 2001 Compared to the Three Months Ended September 30, 2000

Income (loss) from operationsfor the three months ended September 30, 2001 was
a loss of $36,921, as compared to income of $127,378 during the corresponding
period of 2000. The decrease was primarily due to a decline in net lease
revenue and a $68,049 increase in depreciation expense that resulted from a
change in the estimated life and salvage value of the containers.

Net lease revenueof $86,109 for the three months ended September 30, 2001 was
$95,490 lower than the corresponding period of 2000. The decrease was due to a
$104,014 decline in gross rental revenue (a component of net lease revenue)
from the same period in 2000. 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, as
well as reimbursed administrative expenses, were lower by a combined $20,350
when compared to the corresponding period in 2000. The decline in these
components of net lease revenue partially offset the increase in rental
equipment operating expense and the decline in gross lease revenue.
Contributing to the increase in direct operating expenses were increases in the
provision for doubtful accounts.

Depreciation expenseof $109,817 for the three months ended September 30, 2001,
was $68,049 higher than the same period in 2000. 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 $82,000 for the three months
ended September 30, 2001.

Other general and administrative expensesof $13,213 in the third quarter of
2001, were consistent with the corresponding period of 2000.

Net (loss) gain on disposal of equipmentwas a result of the Registrant
disposing of 103 containers during the three-month period ended September 30,
2001, as compared to 225 containers during the same period in 2000. These
disposals resulted in a loss of $3,292 for the three-month period ended
September 30, 2001, as compared to a loss of $9,789 for the three-month period
ended September 30, 2000. The Registrant believes that the net loss on
container disposals in the three-month period ended September 30, 2001 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. As a
result of current world events and market conditions, the Registrant is
re-evaluating its asset impairment criteria.

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended
September 30, 2000

Income from operationsfor the nine-month period ended September 30, 2001, was
$75,770, as compared to $198,190 during the corresponding period of 2000. The
decrease was primarily due to a $127,824 decline in net lease revenue.

(continued)

12



---



##### Table of Contents



Net lease revenueof $322,895 for the nine-month period ended September 30,
2001 was $127,824, or 28% lower than in the corresponding period of 2000. The
decrease was due to a $300,265 decline in gross rental revenue (a component of
net lease revenue) from the same period in 2000. 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 rental equipment
operating expenses, management and incentive fees, and reimbursed
administrative expenses, were lower by a combined $172,441 when compared to the
corresponding period in 2000, and partially offset the decline in gross lease
revenue. Contributing to the decline in direct operating expenses were
declines in storage, repair and maintenance expenses, as well as the provision
for doubtful accounts.

Depreciation expenseof $199,549 for the nine-month period ended September 30,
2001 was $12,374 lower than the same period in 2000 due to a declining fleet
size. 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 depreciation changes is an increase in depreciation expense of
approximately $110,200 from June 1 to September 30, 2001.

Other general and administrative expensesincreased to $47,576 during the
nine-month period ended September 30, 2001, from $40,606 in the corresponding
period of 2000, representing an increase of $6,970.

Net (loss) gain on disposal of equipmentwas a result of the Registrant
disposing of 404 containers during the first nine months of 2001, as compared
to 573 containers during the first nine months of 2000. These disposals
resulted in a loss of $18,503 for the nine-month period ended September 30,
2001, as compared to a gain of $36,216 for the nine-month period ended
September 30, 2000.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$301,266 and $512,298 during the first nine months of 2001 and 2000,
respectively. The net cash generated in 2001 included earnings from operations
and $72,078 in net lease receivables due from the Leasing Company. The net
cash generated in 2000 reflected earnings from operations together with $76,777
in net lease receivables due from the Leasing Company.

Cash from Investing Activities:Net cash provided by investing activities was
$390,864 and $444,542 in the first nine months of 2001 and 2000, respectively.
These amounts represent sales proceeds generated from the sale of container
equipment.

Cash from Financing Activities:Net cash used in financing activities was
$936,970 during the first nine months of 2001 compared to $846,294 in the
corresponding period of 2000. These amounts represent distributions to the
Registrants general and limited partners, which decreased due to cash
collections and sales proceeds generated from the sale of container equipment.
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. The Registrant may refrain from distributing
cash generated from operations and sales proceeds to its partners in subsequent
periods, reserving 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.

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 to its partner general and limited partners, as well as to
finance current operating needs. No credit lines are maintained to finance
working capital.




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. From time to time, the Leasing Company hedges 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 Company, there
can be no assurance that such fluctuations will not adversely effect its
results of operations and financial condition.

13



---



##### 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                                         |  | **              



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



| |  | No reports on Form 8-K were filed by the Registrant during the quarter ended
September 30, 2001.
| |  | ------------------------------------------------------------------------------------------------



---

|*  |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|  
|  
|  
|   |  |                                                                                                                                                                           
|  
|  
|  
|  
|** |  | Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)                                                                         

14



---



##### 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, 2001

15



---



##### 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                                         |  | **              



---

|*  |  | 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)