<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, 1998

                                       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, 1998

                                TABLE OF CONTENTS



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

  Item 1.    Financial Statements
             Balance Sheets - June 30, 1998 (unaudited) and December 31, 1997                          4

             Statements of Operations for the three and six months ended 
             June 30, 1998 and 1997 (unaudited)                                                        5

             Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited)      6

             Notes to Financial Statements (unaudited)                                                 7

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

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk                               12

PART II -  OTHER INFORMATION

  Item 1.    Legal Proceedings                                                                        13

  Item 3.    Defaults Upon Senior Securities                                                          14

  Item 5.    Other Information                                                                        14

  Item 6.    Exhibits and Reports on Form 8-K                                                         16

</TABLE>



                                       2
<PAGE>   3


                         PART I - FINANCIAL INFORMATION


  Item 1.   Financial Statements

            Presented herein are the Registrant's balance sheets as of June 30,
            1998 and December 31, 1997, statements of operations for the three
            and six months ended June 30, 1998 and 1997, and statements of cash
            flows for the six months ended June 30, 1998 and 1997.



                                       3
<PAGE>   4

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            June 30,      December 31,
                                                                             1998            1997
                                                                          -----------     -----------
<S>                                                                       <C>             <C>        
                    Assets

Current assets:
    Cash and cash equivalents, includes $638,052 at June 30, 1998 and
        $723,264 at December 31, 1997 in interest-bearing accounts        $   638,152     $   723,464
    Net lease receivables due from Leasing Company
        (notes 1 and 2)                                                       182,469         173,380
                                                                          -----------     -----------

            Total current assets                                              820,621         896,844
                                                                          -----------     -----------

Container rental equipment, at cost                                        10,238,209      10,698,144
    Less accumulated depreciation                                           5,475,139       5,430,138
                                                                          -----------     -----------
        Net container rental equipment                                      4,763,070       5,268,006
                                                                          -----------     -----------

                                                                          $ 5,583,691     $ 6,164,850
                                                                          ===========     ===========
                 Partners' Capital

Partners' capital:
    General partner                                                       $     2,885     $     4,370
    Limited partners                                                        5,580,806       6,160,480
                                                                          -----------     -----------

            Total partners' capital                                         5,583,691       6,164,850
                                                                          -----------     -----------

                                                                          $ 5,583,691     $ 6,164,850
                                                                          ===========     ===========
</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,
                                                       1998         1997         1998         1997
                                                     --------     --------     --------     --------
<S>                                                  <C>          <C>          <C>          <C>     
Net lease revenue (notes 1 and 3)                    $271,628     $292,276     $563,250     $578,641

Other operating expenses:
    Depreciation                                      155,981      163,131      311,155      328,600
    Other general and administrative expenses           8,210       10,623       19,621       17,995
                                                     --------     --------     --------     --------
                                                      164,191      173,754      330,776      346,595
                                                     --------     --------     --------     --------

        Earnings from operations                      107,437      118,522      232,474      232,046

Other income:
    Interest income                                     8,185        6,576       16,576       14,143
    Net gain on disposal of equipment                  30,591       11,972       59,746       49,481
                                                     --------     --------     --------     --------
                                                       38,776       18,548       76,322       63,624
                                                     --------     --------     --------     --------

        Net earnings                                 $146,213     $137,070     $308,796     $295,670
                                                     ========     ========     ========     ========

Allocation of net earnings:
    General partner                                  $ 75,064     $ 31,076     $149,640     $ 66,873
    Limited partners                                   71,149      105,994      159,156      228,797
                                                     --------     --------     --------     --------

                                                     $146,213     $137,070     $308,796     $295,670
                                                     ========     ========     ========     ========

Limited partners' per unit share of net earnings     $   3.31     $   4.94     $   7.40     $  10.65
                                                     ========     ========     ========     ========

</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,
                                                   1998           1997
                                                 ---------      ---------
<S>                                              <C>            <C>      
Net cash provided by operating activities        $ 501,318      $ 638,216

Cash flows provided by investing activities:
    Proceeds from sale of rental equipment         303,324        191,606

Cash flows used in financing activities:
    Distribution to partners                      (889,954)      (868,684)
                                                 ---------      ---------


Net decrease in cash and cash equivalents          (85,312)       (38,862)


Cash and cash equivalents at January 1             723,464        669,932
                                                 ---------      ---------


Cash and cash equivalents at June 30             $ 638,152      $ 631,070
                                                 =========      =========
</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, 1998, the Partnership operated 1,858 twenty-foot,
            1,806 forty-foot and 106 forty-foot high-cube marine dry cargo
            containers.

       (b)  Leasing Company and Leasing Agent Agreement

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

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

                                                                     (Continued)

                                       7
<PAGE>   8

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


       (c)  Basis of Accounting

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

       (d)  Financial Statement Presentation

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

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

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


(2)    Net Lease Receivables Due from Leasing Company

       Net lease receivables due from the Leasing Company are determined by
       deducting direct operating payables and accrued expenses, base management
       fees payable, reimbursed administrative expenses, and incentive fees
       payable to CCC and its affiliates from the rental billings payable by the
       Leasing Company to the Partnership under operating leases to ocean
       carriers for the containers owned by the Partnership. Net lease
       receivables at June 30, 1998 and December 31, 1997 were as follows:


<TABLE>
<CAPTION>
                                                            June 30,    December 31,
                                                            1998         1997
                                                           --------     --------
<S>                                                        <C>          <C>    
Lease receivables, net of doubtful accounts of $30,152
   at June 30, 1998 and $50,296 at December 31, 1997       $483,051     $526,063
Less:
Direct operating payables and accrued expenses              134,485      182,723
Damage protection reserve                                    50,749       61,923
Base management fees                                         59,546       51,339
Reimbursed administrative expenses                            8,786        9,682
Incentive fees                                               47,016       47,016
                                                           --------     --------

                                                           $182,469     $173,380
                                                           ========     ========
</TABLE>

                                                                     (Continued)



                                       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, 1998 and 1997 was as follows:


<TABLE>
<CAPTION>
                                             Three Months Ended            Six Months Ended
                                        June 30,        June 30,       June 30,       June 30,
                                          1998            1997           1998           1997
                                        ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>       
Rental revenue                          $  495,406     $  529,584     $1,013,845     $1,063,398
Less:
Rental equipment operating expenses        117,458        164,127        226,772        343,340
Base management fees                        33,990         36,355         70,082         73,573
Reimbursed administrative expenses          25,314         29,591         61,388         60,609
Incentive fees                              47,016          7,235         92,353          7,235
                                        ----------     ----------     ----------     ----------

                                        $  271,628     $  292,276     $  563,250     $  578,641
                                        ==========     ==========     ==========     ==========

</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, 1998 and 
       December 31, 1997.

       During the first six months of 1998, the Registrant disposed of 170
       containers as part of its ongoing operations. At June 30, 1998, 79% of
       the original equipment remained in the Registrant's fleet, as compared to
       82% at December 31, 1997, 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                 138       158        16
       Master leases             1,338     1,218        74
                                 -----     -----     -----
            Subtotal             1,476     1,376        90

Containers off lease               382       430        16
                                 -----     -----     -----

       Total container fleet     1,858     1,806       106
                                 =====     =====     =====

</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                    386        17%       590        25%        44        29%
                                     -----     -----      -----     -----      -----     -----

Remaining fleet at June 30, 1998     1,858        83%     1,806        75%       106        71%
                                     =====     =====      =====     =====      =====     =====

</TABLE>

       The Registrant's operating performance contributed to a 5% increase in
       net lease receivables at June 30, 1998 when compared to December 31,
       1997. During the second quarter of 1998, distributions from operations
       and sales proceeds amounted to $437,514, reflecting distributions to the
       general and limited partners for the first quarter of 1998. This
       represents a decrease from the $452,440 distributed during the first
       quarter of 1998, reflecting distributions for the fourth quarter of 1997.
       In 1994, pursuant to Section 6.1(b) and (c) of the Partnership Agreement,
       the allocation of distributions from operations among the general partner
       and limited partners was adjusted to 10% and 90%, respectively. With the
       payment of the distribution for the third quarter of 1997, the limited
       partners received aggregate distributions in an amount equal to their
       adjusted capital contributions plus a 10% cumulative, annual return on
       their adjusted capital contributions. Thereafter, all distributions were
       allocated 20% to the general partner and 80% to the limited partners,
       pursuant to Sections 6.1(b) and (c) of the Partnership Agreement. Cash
       distributions from operations to the general partner in excess of 10% of
       distributable cash will be considered an incentive fee and compensation
       to the general partner.



                                       10
<PAGE>   11

       Imbalances and reductions in trade volumes, fueled by the economic crisis
       in Asia, continue to affect the container leasing market and Partnership
       operations. Containerships leaving Asia are operating at full capacity.
       Yet, on the return eastbound trip they are going back to Asia with only a
       fraction of their holds utilized. This results in a shortage of
       containers available for exporting cargo from Asia and a surplus of
       containers in locations of low demand. As a consequence of this
       imbalance, container leasing companies are repositioning empty containers
       from low-demand locations back to Asian ports in order to keep equipment
       at the source of cargo and, at the same time, reduce the effects of
       additional depot charges for idle equipment and lost revenue. While there
       is a cost incurred when repositioning an empty container, revenue is lost
       while it is in transit. In spite of these market pressures, strong trade
       with other parts of the world is compensating for the imbalances with
       Asia. There is renewed demand for leased containers in locations such as
       Mexico, Canada, China, and areas of Europe where trade volumes of
       containerized goods are prospering. In light of the current market
       conditions, the Registrant's focus remains centered on strategic planning
       in order to reduce equipment imbalances and on improving collections to
       maximize returns.


2)     Material changes in the results of operations between the three and
       six-month periods ended June 30, 1998 and the three and six-month periods
       ended June 30, 1997.

       Net lease revenue for the three and six-month periods ended June 30, 1998
       was $271,628 and $563,250, respectively, a decrease of 7% and 3% from the
       respective three and six-month periods in the prior year. Approximately
       21% and 19%, respectively, of the Registrant's net earnings for the three
       and six-month periods ended June 30, 1998 were from gain on disposal of
       equipment, as compared to 9% and 17%, respectively, for the same three
       and six-month periods in the prior year. As the Registrant's disposals
       increase in subsequent periods, net gain on disposal should contribute
       significantly to the Registrant's net earnings and may fluctuate
       depending on the level of container disposals.

       Gross rental revenue (a component of net lease revenue) for the three and
       six-month periods ended June 30, 1998 was $495,406 and $1,013,845,
       respectively, reflecting a decline of 6% and 5%, respectively, from the
       same three and six-month periods in 1997. During 1998, gross rental
       revenue was impacted by the Registrant's slightly smaller fleet size and
       lower per-diem rental rates. Average per-diem rental rates decreased
       approximately 4% and 6%, respectively, when compared to the same three
       and six-month periods in the prior year. The Registrant's average fleet
       size and utilization rates for the three and six-month periods ended June
       30, 1998 and June 30, 1997 were as follows:


<TABLE>
<CAPTION>
                                                Three Months Ended    Six Months Ended
                                                June 30,   June 30,   June 30,   June 30,
                                                 1998       1997       1998       1997
                                                -----      -----      -----      -----
<S>                                             <C>        <C>        <C>        <C>  
Average fleet size (measured in twenty-foot
    equivalent units (TEU))                     5,724      6,324      5,821      6,393
Average Utilization                                79%        73%        79%        72%

</TABLE>

       The Registrant's aging and declining fleet size contributed to a
       respective 4% and 5% decline in depreciation expense when compared to the
       same three and six-month periods in the prior year. Rental equipment
       operating expenses were 24% and 22%, respectively, of the Registrant's
       gross lease revenue during the three and six-month periods ended June 30,
       1998, as compared to 31% and 32%, respectively, of the Registrant's gross
       lease revenue during the three and six-month periods ended June 30, 1997.



                                       11
<PAGE>   12

       Year 2000

       The Registrant relies upon the financial and operational systems provided
       by the Leasing company and its affiliates, as well as the systems
       provided by other independent third parties to service the three primary
       areas of its business: investor processing/maintenance; container
       leasing/asset tracking; and accounting finance. The Registrant has
       received confirmation from its third-party investor
       processing/maintenance vendor that their system is Year 2000 compliant.
       The Registrant does not expect a material increase in its vendor
       servicing fee to reimburse Year 2000 costs. Container leasing/asset
       tracking and accounting/finance services are provided to the Registrant
       by CCC and its affiliate, Cronos Containers Limited (the "Leasing
       Company"), pursuant to the respective Limited Partnership Agreement and
       Leasing Agent Agreement. CCC and the Leasing Company have initiated a
       program to prepare their systems and applications for the Year 2000.
       Preliminary studies indicate that testing, conversion and upgrading of
       system applications is expected to cost CCC and the Leasing Company less
       than $500,000. Pursuant to the Limited Partnership Agreement, CCC or the
       Leasing Company, may not seek reimbursement of data processing costs
       associated with the Year 2000 program. The financial impact of making
       these required system changes is not expected to be material to the
       Registrant's financial position, results of operations or cash flows.

       Cautionary Statement

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


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.



                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 1.    Legal Proceedings

           As 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.

           The Registrant retained a new auditor, Moore Stephens, P.C. on April
           10, 1997, as reported in its Current Report on Form 8-K, filed April
           14, 1997.

           In connection with its resignation, Arthur Andersen also prepared a
           report pursuant to Section 10A(b)(2) of the Securities Exchange Act
           of 1934 as amended, for filing by the Parent Company with the
           Securities and Exchange Commission ("SEC") citing its inability to
           obtain what it considered to be adequate responses to its inquiries
           primarily regarding the payment of $1.5 million purportedly in
           respect of professional fees relating to a proposed strategic
           alliance. This sum was returned to the Parent Company in January
           1997.

           Following the report of Arthur Andersen, the SEC, on February 10,
           1997, commenced a private investigation of the Parent Company for the
           purpose of investigating the matters discussed in such report and
           related matters. The SEC's investigation can result in several types
           of civil or administrative sanctions against the Parent Company and
           individuals associated with the Parent Company, including the
           assessment of monetary penalties. Actions taken by the SEC do not
           preclude additional actions by any other federal, civil or criminal
           authorities or by other regulatory organizations or by third parties.

           The SEC's investigation is continuing, and some of the Parent
           Company's present and former officers and directors and others
           associated with the Parent Company have given testimony. However, no
           conclusion of any alleged wrongdoing by the Parent Company or any
           individual has been communicated to the Parent Company by the SEC.

           The Registrant does not believe that the focus of the SEC's
           investigation is upon the Registrant or CCC. CCC is unable to predict
           the outcome of the SEC's ongoing private investigation of the Parent
           Company.

           As reported in the Registrant's Current Report on Form 8-K, filed
           with the SEC on May 21, 1998, the Parent Company reported that its
           Chairman and CEO, Stefan M. Palatin, was suspended from his duties
           pending the investigation of fraud charges against him by Austrian
           government authorities. On June 8, 1998, the Parent Company's Board
           of Directors removed Mr. Palatin as Managing Director and Chief
           Executive Officer. Mr. Palatin resigned from the Board of Directors
           of the Parent Company on July 6, 1998. Mr. Rudolf J. Weissenberger
           has been appointed to replace Mr. Palatin as an executive director
           and Chief Executive Officer. Also, on June 8, 1998, the Board
           approved a proposal to add two independent directors to the Board.
           The Board engaged legal counsel to provide legal advice and commence
           legal action, if appropriate, against former officers or directors of
           the Parent Company (including Mr. Palatin) if it is determined that
           they engaged in any misfeasance or improper self-dealing.

           Mr. Palatin had been a director of CCC; he resigned from his position
           as director on April 23, 1998.

           CCC further understands that Austrian authorities have initiated
           investigations of persons in addition to Mr. Palatin, including Mr.
           Weissenberger and Dr. Axel Friedberg. Dr. Friedberg has been a
           non-executive director of the Parent Company since 1997. Such
           investigations, which are still pending, have not resulted in any
           action being taken against Messrs. Weissenberger or Friedberg, and
           each has informed the Parent Company that they do not believe that
           there is any basis for any action to be taken against them.



                                       13
<PAGE>   14

Item 3.    Defaults Upon Senior Securities

           See Item 5. Other Information.


Item 5.    Other Information

           In 1993, the Parent Company negotiated a credit facility
           (hereinafter, the "Credit Facility") with several banks for the use
           of the Parent Company and its affiliates, including CCC. At December
           31, 1996, approximately $73,500,000 in principal indebtedness was
           outstanding under the Credit Facility. As a party to the Credit
           Facility, CCC is jointly and severally liable for the repayment of
           all principal and interest owed under the Credit Facility. The
           obligations of CCC, and the five other subsidiaries of the Parent
           Company that are borrowers under the Credit Facility, are guaranteed
           by the Parent Company.

           Following negotiations in 1997 with the banks providing the Credit
           Facility, an Amended and Restated Credit Agreement was executed in
           June 1997, subject to various actions being taken by the Parent
           Company and its subsidiaries, primarily relating to the provision of
           additional collateral. This Agreement was further amended in July
           1997 and the provisions of the Agreement and its Amendment converted
           the facility to a term loan, payable in installments, with a final
           maturity date of May 31, 1998. The terms of the Agreement and its
           Amendment also provided for additional security over shares in the
           subsidiary of the Parent Company that owns the head office of the
           Parent Company's container leasing operations. They also provided for
           the loans to the former Chairman of $5,900,000 and $3,700,000 to be
           restructured as obligations of the former Chairman to another
           subsidiary of the Parent Company (not CCC), together with the pledge
           to this subsidiary company of 2,030,303 Common Shares beneficially
           owned by him in the Parent Company as security for these loans. They
           further provided for the assignment of these loans to the lending
           banks, together with the pledge of 1,000,000 shares and the
           assignment of the rights of the Parent Company in respect of the
           other 1,030,303 shares. Additionally, CCC granted the lending banks a
           security interest in the fees to which it is entitled for the
           services it renders to the container leasing partnerships of which it
           acts as general partner, including its fee income payable by the
           Registrant. The Parent Company did not repay the Credit Facility at
           the amended maturity date of May 31, 1998.

           On June 30, 1998, the Parent Company entered into a third amendment
           (the "Third Amendment") to the Credit Facility. The Third Amendment
           became effective as of that date, subject to the satisfaction
           thereafter of various conditions, including: the Parent Company must
           deliver its audited financial statements for 1997 by a specified date
           and; on or prior to July 30, 1998, the Parent Company must furnish
           proof that any defaults under any other indebtedness have been waived
           and must also furnish various legal opinions, officers' certificates
           and other loan documentation. Under the Third Amendment, the
           remaining principal amount of $36,800,000 will be amortized in
           varying monthly amounts commencing on July 31, 1998 with $26,950,000
           due on September 30 and a final maturity date of January 8, 1999. All
           of these conditions will be fulfilled by August 14, 1998.

           The directors of the Parent Company are pursuing alternative sources
           of financing to meet the amended repayment obligations under the
           Third Amendment. Failure to meet revised lending terms would
           constitute an event of default with the lenders. The declaration of
           an event of default would result in further defaults with other
           lenders under loan agreement cross-default provisions. Should a
           default of the term loans be enforced, the Parent Company and CCC may
           be unable to continue as going concerns.

           CCC is currently in discussions with the management of the Parent
           Company to provide assurance that the management of the container
           leasing partnerships managed by CCC, including the Registrant, is not
           disrupted pending a refinancing or reorganization of the indebtedness
           of the Parent Company and its affiliates.



                                       14
<PAGE>   15


           The Registrant is not a borrower under the Credit Facility, and
           neither the containers nor the other assets of the Registrant have
           been pledged as collateral under the Credit Facility.

           CCC is unable to determine the impact, if any, these concerns may
           have on the future operating results and financial condition of the
           Registrant or CCC and the Leasing Company's ability to manage the
           Registrant's fleet in subsequent periods.



                                       15
<PAGE>   16


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

       On May 21, 1998, the Registrant filed a Report on Form 8-K reporting
changes on the board of directors of the Parent Company.







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

*      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)



                                       16
<PAGE>   17

                                   SIGNATURES



           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        IEA INCOME FUND VIII
                                        (A California Limited Partnership)


                                        By  Cronos Capital Corp.
                                            The General Partner




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




Date: August 14, 1998



                                       17
<PAGE>   18


                                  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)