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, 2001

OR

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

Commission file number 0-17942

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

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

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

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

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





---



IEA INCOME FUND VIII,
A California Limited Partnership

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

TABLE OF CONTENTS

|                                               |  |                                                                                                |  |     
|---------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|                                               |  |                                                                                                |  | PAGE
|                                               |  |                                                                                                |  |     
|PART I -                 FINANCIAL INFORMATION |  |                                                                                               
|                                              
|                                              
|                                              
|                                              
|Item 1.                                        |  | Financial Statements                                                                           |  |     
|                                              
|                                              
|                                              
|                                              
|                                               |  | Balance Sheets  June 30, 2001 (unaudited) and December 31, 2000                               |  | 4   
|                                              
|                                              
|                                              
|                                              
|                                               |  | Statements of Operations for the three and six months ended June 30, 2001 and 2000 (unaudited) |  | 5   
|                                              
|                                              
|                                              
|                                              
|                                               |  | Statements of Cash Flows for the six months ended June 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



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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



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

3



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IEA INCOME FUND VIII,
A California Limited Partnership

Balance Sheets

|                                    |                                                                                                                          |                                |                         |                   |           |             |           |           |              |           |  | 
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------ | ----------------------- | ----------------- | --------- | ----------- | --------- | --------- | ------------ | --------- |  | 
|                                    |                                                                                                                          |                                |                         |                   |           | June 30,    |           |           | December 31, |          
|                                    |                                                                                                                          |                                |                         |                   |           | 2001        |           |           | 2000         |          
|                                    |                                                                                                                          |                                |                         |                   |           |             |           |           |              |          
|                                    |                                                                                                                          |                                |                         |                   |           | (Unaudited) |           |           |              |           | 
|Assets                              |                                                                                                                          |                                |                         |                   |           |             |           |          
|                                   
|                                   
|                                   
|                                   
|Current assets:                     |                                                                                                                          |                                |                         |                   |           |             |           |          
|                                   
|                                   
|                                   
|                                   
|                                    | Cash and cash equivalents, includes $833 at June 30, 2001 and
$463,158 at December 31, 2000 in interest-bearing accounts |                                | $                       | 436,685           |           |             | $         | 598,531   |             
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                           |                                |                         | 47,370            |           |             |           | 83,433    |             
|                                    |                                                                                                                          |                                |                         |                   |           |            
|                                    |                                                                                                                          |                                | Total current assets    |                   |           | 484,055     |           |           |              | 681,964   | 
|                                    |                                                                                                                          |                                |                         |                   |           |            
|Container rental equipment, at cost |                                                                                                                          |                                | 5,105,628               |                   |           |             | 5,929,323 |          
|                                   
|                                   
|                                   
|                                   
|                                    | Less accumulated depreciation                                                                                            |                                |                         | 3,304,632         |           |             |           | 3,761,161 |             
|                                    |                                                                                                                          |                                |                         |                   |           |            
|                                    |                                                                                                                          | Net container rental equipment |                         |                   | 1,800,996 |             |           |           | 2,168,162    |          
|                                    |                                                                                                                          |                                |                         |                   |           |            
|                                    |                                                                                                                          |                                | Total assets            |                   | $         | 2,285,051   |           |           | $            | 2,850,126 | 
|                                    |                                                                                                                          |                                |                         |                   |           |            
|                                   
|                                   
|                                   
|                                   
|                                    |                                                                                                                          |                                |                         | Partners Capital
|                                   
|                                   
|                                   
|                                   
|Partners capital (deficit):       
|                                   
|                                   
|                                   
|                                   
|                                    | General partner                                                                                                          |                                | $                       | (137,843          | )         |             | $         | (132,192  | )           
|                                   
|                                   
|                                   
|                                   
|                                    | Limited partners                                                                                                         |                                |                         | 2,422,894         |           |             |           | 2,982,318 |             
|                                    |                                                                                                                          |                                |                         |                   |           |            
|                                    |                                                                                                                          |                                | Total partners capital |                   | $         | 2,285,051   |           |           | $            | 2,850,126 | 
|                                    |                                                                                                                          |                                |                         |                   |           |            

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

4



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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Operations

(Unaudited)

|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |         |          |   |         |         |         | 
|---------------------------------------------- | ----------------------------------------- | ---------------------- | ------- | ------------------ | ------ | - | ---------------- | ------ | ------ | -------- | ------- | ------- | -------- | - | ------- | ------- | ------- | 
|                                               |                                           |                        |         | Three Months Ended |        |   | Six Months Ended |       
|                                               |                                           |                        |         |                    |        |   |                  |       
|                                               |                                           |                        |         | June 30,           |        |   | June 30,         |        |        | June 30, |         |         | June 30, |  
|                                               |                                           |                        |         | 2001               |        |   | 2000             |        |        | 2001     |         |         | 2000     |  
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |         |          |  
|Net lease revenue (notes 1 and 3)              |                                           | $                      | 105,558 |                    |        | $ | 125,499          |        |        | $        | 236,788 |         |          | $ | 269,120 |        
|                                              
|                                              
|                                              
|                                              
|Other operating expenses:                      |                                           |                        |         |                    |        |   |                  |        |        |          |         |         |          |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Depreciation                              |                        |         | 32,942             |        |   |                  | 72,653 |        |          |         | 89,732  |          |   |         | 170,155 |        
|                                              
|                                              
|                                              
|                                              
|                                               | Other general and administrative expenses |                        |         | 13,956             |        |   |                  | 17,431 |        |          |         | 34,364  |          |   |         | 28,153  |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|                                               |                                           |                        | 46,898  |                    |        |   | 90,084           |        |        |          | 124,096 |         |          |   | 198,308 |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|                                               |                                           | Income from operations |         |                    | 58,660 |   |                  |        | 35,415 |          |         |         | 112,692  |   |         |         | 70,812  | 
|                                              
|                                              
|                                              
|                                              
|Other income:                                  |                                           |                        |         |                    |        |   |                  |        |        |          |         |         |          |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Interest income                           |                        |         | 4,140              |        |   |                  | 5,287  |        |          |         | 9,946   |          |   |         | 10,124  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net (loss) gain on disposal of equipment  |                        |         | (5,773             | )      |   |                  | 1,324  |        |          |         | (15,211 | )        |   |         | 46,005  |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|                                               |                                           |                        | (1,633  | )                  |        |   | 6,611            |        |        |          | (5,265  | )       |          |   | 56,129  |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|                                               |                                           | Net income             |         | $                  | 55,027 |   |                  | $      | 42,026 |          |         | $       | 107,427  |   |         | $       | 126,941 | 
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|Allocation of net income:                      |                                           |                        |         |                    |        |   |                  |        |        |          |         |         |          |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | General partner                           |                        | $       | 28,839             |        |   | $                | 30,763 |        |          | $       | 69,072  |          |   | $       | 102,587 |        
|                                              
|                                              
|                                              
|                                              
|                                               | Limited partners                          |                        |         | 28,188             |        |   |                  | 11,263 |        |          |         | 38,355  |          |   |         | 24,354  |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|                                               |                                           | $                      | 57,027  |                    |        | $ | 42,026           |        |        | $        | 107,427 |         |          | $ | 126,941 |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        
|Limited partners per unit share of net income |                                           | $                      | 1.31    |                    |        | $ | 0.52             |        |        | $        | 1.78    |         |          | $ | 1.13    |        
|                                               |                                           |                        |         |                    |        |   |                  |        |        |          |         |        

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

5



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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Cash Flows

(Unaudited)

|                                                     |                                        |   |                  |          |   |          |         |          |  
|---------------------------------------------------- | -------------------------------------- | - | ---------------- | -------- | - | -------- | ------- | -------- | -
|                                                     |                                        |   | Six Months Ended |         
|                                                     |                                        |   |                  |         
|                                                     |                                        |   | June 30,         |          |   | June 30, |        
|                                                     |                                        |   | 2001             |          |   | 2000     |        
|                                                     |                                        |   |                  |          |   |          |        
|Net cash provided by operating activities            |                                        | $ | 211,405          |          |   | $        | 326,945 |         
|                                                    
|                                                    
|                                                    
|                                                    
|Cash provided by investing activities:               |                                        |   |                  |          |   |          |         |         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale of rental equipment |   |                  | 299,251  |   |          |         | 289,472  |  
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows used in financing activities:             |                                        |   |                  |          |   |          |         |         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Distribution to partners               |   |                  | (672,502 | ) |          |         | (551,603 | )
|                                                     |                                        |   |                  |          |   |         
|Net (decrease) increase in cash and cash equivalents |                                        |   | (161,846         | )        |   |          | 64,814  |         
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at January 1               |                                        |   | 598,531          |          |   |          | 416,688 |         
|                                                     |                                        |   |                  |          |   |         
|Cash and cash equivalents at June 30                 |                                        | $ | 436,685          |          |   | $        | 481,502 |         
|                                                     |                                        |   |                  |          |   |         

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

6



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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



|(1) |  | Summary of Significant Accounting Policies
|--- |  | ------------------------------------------



| | (a) |  | Nature of Operations
| | --- |  | --------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | IEA Income Fund VIII, A California Limited Partnership (the
Partnership) was organized under the laws of the State of California on
August 31,1987 for the purpose of owning and leasing marine cargo
containers worldwide to ocean carriers. To this extent, the
Partnerships operations are subject to the fluctuations of world
economic and political conditions. Such factors may affect the pattern
and levels of world trade. The Partnership believes that the
profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The
Partnerships leases generally require all payments to be made in United
States currency.
|
| | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage the
container leasing business for other partnerships affiliated with 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.

7



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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (c) |  | Basis of Accounting
| | --- |  | -------------------



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



| | (d) |  | 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 depreciation changes is a decrease to net
income of approximately $28,200 from June 1 to June 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 (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.                                                                            

8



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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 June 30, 2001 and December 31,
2000 were as follows:

|                                               |  |          |         |  |              |   |         | 
|---------------------------------------------- |  | -------- | ------- |  | ------------ | - | ------- | 
|                                               |  | June 30, |         |  | December 31, |  
|                                               |  | 2001     |         |  | 2000         |  
|                                               |  |          |         |  |              |  
|Gross lease receivables                        |  | $        | 234,459 |  |              | $ | 329,461 | 
|                                              
|                                              
|                                              
|                                              
|Less:                                          |  |          |         |  |              |   |         | 
|                                              
|                                              
|                                              
|                                              
|Direct operating payables and accrued expenses |  |          | 73,278  |  |              |   | 60,107  | 
|                                              
|                                              
|                                              
|                                              
|Damage protection reserve                      |  |          | 11,777  |  |              |   | 25,089  | 
|                                              
|                                              
|                                              
|                                              
|Base management fees payable                   |  |          | 46,335  |  |              |   | 52,631  | 
|                                              
|                                              
|                                              
|                                              
|Reimbursed administrative expenses             |  |          | 3,777   |  |              |   | 11,647  | 
|                                              
|                                              
|                                              
|                                              
|Allowance for doubtful accounts                |  |          | 22,537  |  |              |   | 36,554  | 
|                                              
|                                              
|                                              
|                                              
|Incentive fees                                 |  |          | 29,385  |  |              |   | 60,000  | 
|                                               |  |          |         |  |              |  
|Net lease receivables                          |  | $        | 47,370  |  |              | $ | 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 each of the three and six-month periods ended June 30,
2001 and 2000 was as follows:

|                                    |  |                    |         |  |                  |   |         |          |  |   |          |  |  |   |         | 
|----------------------------------- |  | ------------------ | ------- |  | ---------------- | - | ------- | -------- |  | - | -------- |  |  | - | ------- | 
|                                    |  | Three Months Ended |         |  | Six Months Ended |  
|                                    |  |                    |         |  |                  |  
|                                    |  | June 30,           |         |  | June 30,         |   |         | June 30, |  |   | June 30, | 
|                                    |  | 2001               |         |  | 2000             |   |         | 2001     |  |   | 2000     | 
|                                    |  |                    |         |  |                  |   |         |          |  |   |          | 
|Rental revenue (note 4)             |  | $                  | 178,334 |  |                  | $ | 278,064 |          |  | $ | 379,552  |  |  | $ | 575,802 | 
|                                   
|                                   
|                                   
|                                   
|Less:                               |  |                    |         |  |                  |   |         |          |  |   |          |  |  |   |         | 
|                                   
|                                   
|                                   
|                                   
|Rental equipment operating expenses |  |                    | 22,301  |  |                  |   | 84,932  |          |  |   | 53,437   |  |  |   | 167,616 | 
|                                   
|                                   
|                                   
|                                   
|Base management fees                |  |                    | 12,347  |  |                  |   | 16,848  |          |  |   | 26,392   |  |  |   | 35,905  | 
|                                   
|                                   
|                                   
|                                   
|Reimbursed administrative expenses  |  |                    | 8,743   |  |                  |   | 18,041  |          |  |   | 18,828   |  |  |   | 38,513  | 
|                                   
|                                   
|                                   
|                                   
|Incentive fees                      |  |                    | 29,385  |  |                  |   | 32,744  |          |  |   | 44,107   |  |  |   | 64,648  | 
|                                    |  |                    |         |  |                  |   |         |          |  |   |          | 
|                                    |  | $                  | 105,558 |  |                  | $ | 125,499 |          |  | $ | 236,788  |  |  | $ | 269,120 | 
|                                    |  |                    |         |  |                  |   |         |          |  |   |          | 

9



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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 June 30, 2001, the Partnership operated 977 twenty-foot,
823 forty-foot and 52 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.

******

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.

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. The following chart
summarizes the composition of the Registrants fleet (based on container type)
at June 30, 2001. At June 30, 2001, 39% of the original equipment remained in
the Registrants fleet, as compared to 45% at December 31, 2000.

|                     |                       |          |     |         |     |  |         |     |     |           |    |         |    | 
|-------------------- | --------------------- | -------- | --- | ------- | --- |  | ------- | --- | --- | --------- | -- | ------- | -- | 
|                     |                       |          |     |         |     |  |         |     |     |           |    | 40-Foot |   
|                     |                       |          |     | 20-Foot |     |  | 40-Foot |     |     | High-Cube |   
|                     |                       |          |     |         |     |  |         |     |     |           |   
|Containers on lease: |                       |          |     |         |     |  |         |     |     |           |    |        
|                    
|                    
|                    
|                    
|                     | Term leases           |          |     | 133     |     |  |         | 201 |     |           |    | 14      |   
|                    
|                    
|                    
|                    
|                     | Master leases         |          |     | 641     |     |  |         | 447 |     |           |    | 26      |   
|                     |                       |          |     |         |     |  |         |     |    
|                     |                       | Subtotal |     |         | 774 |  |         |     | 648 |           |    |         | 40 | 
|                    
|                    
|                    
|                    
|Containers off lease |                       |          | 203 |         |     |  | 175     |     |     |           | 12 |        
|                     |                       |          |     |         |     |  |         |     |    
|                     | Total container fleet |          |     | 977     |     |  |         | 823 |     |           |    | 52      |   
|                     |                       |          |     |         |     |  |         |     |    

|                                 |                |  |         |       |  |         |     |    |           |  |       |       |  |  |       |    |   |   |         |    |  |  |     |    |  
|-------------------------------- | -------------- |  | ------- | ----- |  | ------- | --- | -- | --------- |  | ----- | ----- |  |  | ----- | -- | - | - | ------- | -- |  |  | --- | -- | -
|                                 |                |  |         |       |  |         |     |    |           |  |       |       |  |  |       |    |   |   | 40-Foot |   
|                                 |                |  | 20-Foot |       |  | 40-Foot |     |    | High-Cube | 
|                                 |                |  |         |       |  |         |     |    |           | 
|                                 |                |  | Units   |       |  | %       |     |    | Units     |  |       | %     |  |  | Units |    |   | % |        
|                                 |                |  |         |       |  |         |     |    |           |  |       |       |  |  |       |    |   |   |        
|Total purchases                  |                |  | 2,244   |       |  |         | 100 | %  |           |  | 2,396 |       |  |  | 100   | %  |   |   | 150     |    |  |  | 100 | % 
|                                
|                                
|                                
|                                
|                                 | Less disposals |  |         | 1,267 |  |         |     | 56 | %         |  |       | 1,573 |  |  |       | 66 | % |   |         | 98 |  |  |     | 65 | %
|                                 |                |  |         |       |  |         |     |    |           |  |       |       |  |  |       |    |   |  
|Remaining fleet at June 30, 2001 |                |  | 977     |       |  |         | 44  | %  |           |  | 823   |       |  |  | 34    | %  |   |   | 52      |    |  |  | 35  | % 
|                                 |                |  |         |       |  |         |     |    |           |  |       |       |  |  |       |    |   |  

In line with the slowdown in worldwide economic growth, demand for dry cargo
containers decreased in the first six months of 2001, resulting in a decline of
the container leasing industrys utilization rates to 1999 levels.
Transpacific trade, of which a large proportion of the cargo consists of
technology related goods, has been largely affected by the slowdown of the US
economy. The strength of the US dollar continues to make US goods more
expensive and uncompetitive within Asia. 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.
As a result of these increasing world-wide container inventories, the
production of new containers has slowed. Although a slowdown of new container
production could have both 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.

11



---



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

|                                                                    |  |                    |       |   |                  |  |       |          |  |  |          |   |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | - | ---------------- |  | ----- | -------- |  |  | -------- | - |  |  | ----- | -
|                                                                    |  | Three Months Ended |       |   | Six Months Ended | 
|                                                                    |  |                    |       |   |                  | 
|                                                                    |  | June 30,           |       |   | June 30,         |  |       | June 30, |  |  | June 30, |  
|                                                                    |  | 2001               |       |   | 2000             |  |       | 2001     |  |  | 2000     |  
|                                                                    |  |                    |       |   |                  |  |       |          |  |  |          |  
|Average fleet size
(measured in
twenty-foot
equivalent units
(TEU)) |  |                    | 2,820 |   |                  |  | 3,859 |          |  |  | 2,935    |   |  |  | 4,052 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Average utilization                                                 |  |                    | 81    | % |                  |  | 82    | %        |  |  | 82       | % |  |  | 80    | %

Average per-diem rental rates decreased approximately 11% and 9%, when compared
to the same three and six-month periods in the prior year respectively.

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

Income from operationsfor the three months ended June 30, 2001 was $58,660,
compared to $35,415 during the corresponding period of 2000. The increase was
primarily due to a $39,711 decline in depreciation expense, and a $3,475
decline in other general and administrative expenses.

Net lease revenueof $105,558 for the three months ended June 30, 2001 was
$19,941, or 16% lower than the corresponding period of 2000. The decrease was
due to a $99,730, or 36% 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 $79,789 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, and the provision for doubtful accounts.

Depreciation expenseof $32,942 for the three months ending June 30, 2001, was
$39,711 lower 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 to depreciation expense of approximately $28,200 since June 1, 2001.

Other general and administrative expensesdeclined to $13, 956 in the second
quarter of 2001, from $17,431 in the corresponding period of 2000, representing
a decrease of $3,475.. A decline in non-recurring legal and professional costs
contributed to this decline.

Net (loss) gain on disposal of equipmentwas a result of the Registrant
disposing of 125 containers during the three-month period ended June 30, 2001
as compared to 160 containers during the same period in 2000. These disposals
resulted in a loss of $5,773 for the three-month period ended June 30, 2001, as
compared to a gain of $1,324 for the three-month period ended June 30, 2000.
The Registrant believes that the net loss on container disposals in the
three-month period ended June 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 market
conditions, the Registrant will monitor the carrying value of its containers to
determine if they have been permanently impaired.

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

Income from operationsfor the six-month period ended June 30, 2001, was
$112,692, compared to $70,812 during the corresponding period of 2000. The
increase was primarily due to a $80,423 decline in depreciation expense.

12



---



Net lease revenueof $236,788 for the six-month period ended June 30, 2001 was
$32,332, or 12% lower than in the corresponding period of 2000. The decrease
was due to a $196,250, or 34% 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 $163,918 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, and the provision for
doubtful accounts.

Depreciation expenseof $89,732 for the six-month period ending June 30, 2001
was $80,432 lower than the same period in 2000.

Other general and administrative expensesincreased to $34,364 during the
six-month period ended June 30, 2001, from $28,153 in the corresponding period
of 2000, representing an increase of $6,211.

Net (loss) gain on disposal of equipmentwas a result of the Registrant
disposing of 301 containers during the first six months of 2001, as compared
to 348 containers during the first six months of 2000. These disposals
resulted in a loss of $15,211 for the six-month period ended June 30, 2001, as
compared to a gain of $46,005 for the six-month period ended June 30, 2000.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$211,405 and $326,945 during the first six months of 2001 and 2000,
respectively. The net cash generated in 2001 included earnings from operations,
and $41,626 in net lease receivables due from the Leasing Company. The net
cash generated in 2000 reflected earnings from operations together with $63,711
in net lease receivables due from the Leasing Company.

Cash from Investing Activities:Net cash provided by investing activities was
$299,251 and $289,472 in the first six 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
$672,502 during the first six months of 2001 compared to $551,603 in the
corresponding period of 2000. These amounts represent distributions to the
Registrants general and limited partners, which increased 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



---



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
June 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



---



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: August 14, 2001

15



---



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)                                                                         

16