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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 MARCH 31, 2002

OR

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

Commission file number 0-17942

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

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

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

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

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





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Balance Sheets                         
|                               |                                                                                               | Statements of Operations               
|                               |                                                                                               | Statements of Cash Flows               
|                               |                                                                                               | Notes to Unaudited Financial Statements
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|EXHIBIT INDEX                 



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IEA INCOME FUND VIII,
A California Limited Partnership

Report on Form 10-Q for the Quarterly Period
Ended March 31, 2002

TABLE OF CONTENTS

|                               |  |                                                                                         |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                         |  | PAGE
|                               |  |                                                                                         |  |     
|PART I  FINANCIAL INFORMATION |  |                                                                                        
|                               |  |                                                                                         |  |     
|Item 1.                        |  | Financial Statements                                                                    |  |     
|                               |  |                                                                                         |  |     
|                               |  | Balance Sheets  March 31, 2002 and December 31, 2001 (unaudited)                       |  | 4   
|                               |  |                                                                                         |  |     
|                               |  | Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited) |  | 5   
|                               |  |                                                                                         |  |     
|                               |  | Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (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                              |  | 14  
|                               |  |                                                                                         |  |     
|PART II  OTHER INFORMATION    |  |                                                                                        
|                               |  |                                                                                         |  |     
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                        |  | 15  

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PART I  FINANCIAL INFORMATION




Item 1. Financial Statements



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

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IEA INCOME FUND VIII,
A California Limited Partnership

Balance Sheets(Unaudited)

|                                    |                                                                                                                               |                                |                         |                   |           |           |           |              |           |           |  | 
|----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ----------------- | --------- | --------- | --------- | ------------ | --------- | --------- |  | 
|                                    |                                                                                                                               |                                |                         |                   |           | March 31, |           | December 31,
|                                    |                                                                                                                               |                                |                         |                   |           | 2002      |           | 2001        
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|Assets                              |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                   
|Current assets:                     |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                    | Cash and cash equivalents, includes $282,543 at March 31, 2002 and
$313,313 at December 31, 2001 in interest-bearing accounts |                                | $                       | 297,798           |           |           | $         | 328,314      |          
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                                |                                |                         | 32,053            |           |           |           | 20,480       |          
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                   
|                                    |                                                                                                                               |                                | Total current assets    |                   |           | 329,851   |           |              |           | 348,794   | 
|                                   
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|Container rental equipment, at cost |                                                                                                                               |                                | 4,138,228               |                   |           |           | 4,487,738 |             
|                                    | Less accumulated depreciation                                                                                                 |                                |                         | (2,938,752        | )         |           |           | (3,091,456   | )        
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                    |                                                                                                                               | Net container rental equipment |                         |                   | 1,199,476 |           |           |              | 1,396,282 |          
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                   
|                                    |                                                                                                                               |                                | Total assets            |                   | $         | 1,529,327 |           |              | $         | 1,745,076 | 
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                   
|                                    |                                                                                                                               |                                |                         | Partners Capital |           |           |           |              |           |           |  | 
|                                   
|Partners capital (deficit):        |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                    | General partner                                                                                                               |                                | $                       | (161,873          | )         |           | $         | (143,243     | )        
|                                    | Limited partners                                                                                                              |                                |                         | 1,691,200         |           |           |           | 1,888,319    |          
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             
|                                   
|                                    |                                                                                                                               |                                | Total partners capital |                   | $         | 1,529,327 |           |              | $         | 1,745,076 | 
|                                    |                                                                                                                               |                                |                         |                   |           |           |           |             

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Operations(Unaudited)

|                                                      |                                           |                               |          |                    |         |           |         |         |        | 
|----------------------------------------------------- | ----------------------------------------- | ----------------------------- | -------- | ------------------ | ------- | --------- | ------- | ------- | ------ | 
|                                                      |                                           |                               |          | Three Months Ended
|                                                      |                                           |                               |          |                   
|                                                      |                                           |                               |          | March 31,          |         | March 31,
|                                                      |                                           |                               |          | 2002               |         | 2001     
|                                                      |                                           |                               |          |                    |         |          
|Net lease revenue (notes 1 and 3)                     |                                           | $                             | 57,454   |                    |         | $         | 131,228 |        
|Other operating income (expenses):                    |                                           |                               |          |                    |         |           |         |        
|                                                      | Depreciation                              |                               |          | (95,707            | )       |           |         | (56,790 | )     
|                                                      | Other general and administrative expenses |                               |          | (12,564            | )       |           |         | (20,408 | )     
|                                                      | Net gain (loss) on disposal of equipment  |                               |          | 339                |         |           |         | (9,438  | )     
|                                                      |                                           |                               |          |                    |         |           |         |        
|                                                      |                                           |                               | (107,932 | )                  |         |           | (86,636 | )      
|                                                      |                                           |                               |          |                    |         |           |         |        
|                                                      |                                           | (Loss) income from operations |          |                    | (50,478 | )         |         |         | 44,592 | 
|                                                     
|Other income:                                         |                                           |                               |          |                    |         |           |         |        
|                                                      | Interest income                           |                               |          | 965                |         |           |         | 5,807   |       
|                                                      |                                           |                               |          |                    |         |           |         |        
|                                                      |                                           | Net (loss) income             |          | $                  | (49,513 | )         |         | $       | 50,399 | 
|                                                      |                                           |                               |          |                    |         |           |         |        
|Allocation of net (loss) income:                      |                                           |                               |          |                    |         |           |         |        
|                                                      | General partner                           |                               | $        | (160               | )       |           | $       | 40,233  |       
|                                                      | Limited partners                          |                               |          | (49,353            | )       |           |         | 10,166  |       
|                                                      |                                           |                               |          |                    |         |           |         |        
|                                                      |                                           | $                             | (49,513  | )                  |         | $         | 50,399  |        
|                                                      |                                           |                               |          |                    |         |           |         |        
|Limited partners per unit share of net (loss) income |                                           | $                             | (2.30    | )                  |         | $         | 0.47    |        
|                                                      |                                           |                               |          |                    |         |           |         |        

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Cash Flows(Unaudited)

|                                          |                                        |   |                    |          |           |   |          |          |  
|----------------------------------------- | -------------------------------------- | - | ------------------ | -------- | --------- | - | -------- | -------- | -
|                                          |                                        |   | Three Months
Ended
|                                          |                                        |   |                   
|                                          |                                        |   | March 31,          |          | March 31,
|                                          |                                        |   | 2002               |          | 2001     
|                                          |                                        |   |                    |          |          
|Net cash provided by operating activities |                                        | $ | 50,685             |          |           | $ | 119,036  |         
|                                         
|Cash provided by investing activities:    |                                        |   |                    |          |           |   |          |         
|                                          | Proceeds from sale of rental equipment |   |                    | 85,035   |           |   |          | 131,980  |  
|                                         
|Cash flows used in financing activities:  |                                        |   |                    |          |           |   |          |         
|                                          | Distribution to partners               |   |                    | (166,236 | )         |   |          | (392,923 | )
|                                          |                                        |   |                    |          |           |   |          |         
|                                         
|Net decrease in cash and cash equivalents |                                        |   | (30,516            | )        |           |   | (141,907 | )       
|                                         
|Cash and cash equivalents at January 1    |                                        |   | 328,314            |          |           |   | 598,531  |         
|                                          |                                        |   |                    |          |           |   |          |         
|                                         
|Cash and cash equivalents at March 31     |                                        | $ | 297,798            |          |           | $ | 456,624  |         
|                                          |                                        |   |                    |          |           |   |          |         

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



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



| | (a) |  | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | IEA Income Fund VIII, A California Limited Partnership (the
Partnership) was organized under the laws of the State of California on
August 31, 1987 for the purpose of owning and leasing marine cargo
containers worldwide to ocean carriers. To this extent, the
Partnerships operations are subject to the fluctuations of world
economic and political conditions. Such factors may affect the pattern
and levels of world trade. The Partnership believes that the
profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The
Partnerships leases generally require all payments to be made in United
States currency.                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |  | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage the
container leasing business for other partnerships affiliated with CCC.
The Partnership shall continue until December 31, 2008, unless sooner
terminated upon the occurrence of certain events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | The Partnership commenced operations on January 6, 1988, when the minimum
subscription proceeds of $1,000,000 were obtained. The Partnership
offered 40,000 units of limited partnership interest at $500 per unit, or
$20,000,000. The offering terminated on August 31, 1988, at which time
21,493 limited partnership units had been sold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) |  | Leasing Company and Leasing Agent Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | Pursuant to the Limited Partnership Agreement of the Partnership,
all authority to administer the business of the Partnership is vested in
CCC. A Leasing Agent Agreement exists between CCC and the Leasing
Company, whereby the Leasing Company has the responsibility to manage the
leasing operations of all equipment owned by the Partnership. Pursuant
to the Agreement, the Leasing Company is responsible for leasing,
managing and re-leasing the Partnerships containers to ocean carriers,
and has full discretion over which ocean carriers and suppliers of goods
and services it may deal with. The Leasing Agent Agreement permits the
Leasing Company to use the containers owned by the Partnership, together
with other containers owned or managed by the Leasing Company and its
affiliates, as part of a single fleet operated without regard to
ownership. Since the Leasing Agent Agreement meets the definition of an
operating lease in Statement of Financial Accounting Standards (SFAS) No.
13, it is accounted for as a lease under which the Partnership is lessor
and the Leasing Company is lessee.
|
| |     |  | The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating expenses
and management fees to CCC. The Leasing Company leases containers to
ocean carriers, generally under operating leases which are either master
leases or term leases (mostly one to five years). Master leases do not
specify the exact number of containers to be leased or the term that each
container will remain on hire but allow the ocean carrier to pick up and
drop off containers at various locations, and rentals are based upon the
number of containers used and the applicable per-diem rate. Accordingly,
rentals under master leases are all variable and contingent upon the
number of containers used. Most containers are leased to ocean carriers
under master leases; leasing agreements with fixed payment terms are not
material to the financial statements. Since there are no material
minimum lease rentals, no disclosure of minimum lease rentals is provided
in these financial statements.  

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



| | (c) |  | Basis of Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue is
generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | Container Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, was adopted by the Partnership effective January 1, 2002,
without a significant impact on its financial statements. In accordance
with SFAS No. 144, container rental equipment is considered to be
impaired if the carrying value of the asset exceeds the expected future
cash flows from related operations (undiscounted and without interest
charges). If impairment is deemed to exist, the assets are written down
to fair value. Depreciation policies are also evaluated to determine
whether subsequent events and circumstances warrant revised estimates of
useful lives. Because the Partnership evaluates future cash flows and
potential impairment by container type rather than for each individual
container, future losses could result for individual container
dispositions due to various factors, including age, condition,
suitability for continued leasing, as well as the geographical location
of containers when disposed. There were no impairment charges to the
carrying value of container rental equipment for the three-month periods
ended March 31, 2002 and 2001.
|
| |     |  | Container rental equipment is depreciated using the straight-line basis.
Effective June 1, 2001, the estimated depreciable life was changed from a
twelve-year life to a fifteen-year life and the estimated salvage value
was changed from 30% to 10% of the original equipment cost. The effect
of these changes is an increase to depreciation expense of approximately
$72,800 from January 1 to March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (e) |  | Financial Statement Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | These financial statements have been prepared without audit.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting procedures have been omitted. It is suggested that these
financial statements be read in conjunction with the financial statements
and accompanying notes in the Partnerships latest annual report on Form
10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which requires the Partnership to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition and
results of operations for the interim periods presented. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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IEA INCOME FUND VIII,
A California Limited PartnershipNotes 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 payable, reimbursed administrative expenses payable, and incentive fees
payable to CCC and its affiliates from the rental billings earned by the
Leasing Company under operating leases to ocean carriers for the containers
owned by the Partnership, as well as proceeds earned from container
disposals. Net lease receivables at March 31, 2002 and December 31, 2001
were as follows:

|                                               |  |           |         |              |  |   |         | 
|---------------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                               |  | March 31, |         | December 31,
|                                               |  | 2002      |         | 2001        
|                                               |  |           |         |             
|Gross lease receivables                        |  | $         | 209,292 |              |  | $ | 178,969 | 
|Less:                                          |  |           |         |              |  |   |         | 
|Direct operating payables and accrued expenses |  |           | 92,243  |              |  |   | 62,996  | 
|Damage protection reserve                      |  |           | 10,724  |              |  |   | 11,446  | 
|Base management fees payable                   |  |           | 43,278  |              |  |   | 44,096  | 
|Reimbursed administrative expenses             |  |           | 1,663   |              |  |   | 2,467   | 
|Allowance for doubtful accounts                |  |           | 14,331  |              |  |   | 22,485  | 
|Incentive fees                                 |  |           | 15,000  |              |  |   | 14,999  | 
|                                               |  |           |         |              |  |   |         | 
|Net lease receivables                          |  | $         | 32,053  |              |  | $ | 20,480  | 
|                                               |  |           |         |              |  |   |         | 



|(3) |  | Net Lease Revenue                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Net lease revenue is determined by deducting direct operating expenses,
base management and incentive fees and reimbursed administrative expenses to
CCC from the rental revenue earned by the Leasing Company under operating
leases to ocean carriers for the containers owned by the Partnership. Net
lease revenue for the three-month periods ended March 31, 2002 and 2001 was
as follows:

|                                    |  |                    |         |           |  |   |         | 
|----------------------------------- |  | ------------------ | ------- | --------- |  | - | ------- | 
|                                    |  | Three Months Ended
|                                    |  |                   
|                                    |  | March 31,          |         | March 31,
|                                    |  | 2002               |         | 2001     
|                                    |  |                    |         |          
|Rental revenue (note 4)             |  | $                  | 118,535 |           |  | $ | 201,217 | 
|Less:                               |  |                    |         |           |  |   |         | 
|Rental equipment operating expenses |  |                    | 27,160  |           |  |   | 31,137  | 
|Base management fees                |  |                    | 8,356   |           |  |   | 14,045  | 
|Reimbursed administrative expenses  |  |                    | 7,094   |           |  |   | 10,085  | 
|Incentive fees                      |  |                    | 18,471  |           |  |   | 14,722  | 
|                                    |  |                    |         |           |  |   |         | 
|Net lease revenue                   |  | $                  | 57,454  |           |  | $ | 131,228 | 
|                                    |  |                    |         |           |  |   |         | 

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



|(4) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | An operating segment is a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the enterprises chief
operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance, and about which separate
financial information is available. Management operates the Partnerships
container fleet as a homogenous unit and has determined that as such it has
a single reportable operating segment.
|   
|    |  | The Partnership derives its revenues from leasing marine dry cargo
containers. As of March 31, 2002, the Partnership operated 776 twenty-foot,
678 forty-foot and 45 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.                                                                                                                                                                                                                                                                                                                                              
|   
|(5) |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations, which is effective for
all fiscal years beginning after June 15, 2002. This standard requires a
company to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred, and a corresponding
increase in the carrying value of the related long-lived asset. The
Registrant is currently evaluating the impact that SFAS No. 143 will have on
its financial statements.            

******

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

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

General

A Leasing Agent Agreement exists between CCC and the Leasing Company, whereby
the Leasing Company has the responsibility to manage the leasing operations of
all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing
Company is responsible for leasing, managing and re-leasing the Registrants
containers to ocean carriers, and has full discretion over which ocean carriers
and suppliers of goods and services it may deal with. The Leasing Agent
Agreement permits the Leasing Company to use the containers owned by the
Registrant, together with other containers owned or managed by the Leasing
Company and its affiliates, as part of a single fleet operated without regard
to ownership. At March 31, 2002, 31% of the original equipment remained in the
Registrants fleet, as compared to 40% at December 31, 2001. The following
chart summarizes the composition of the Registrants fleet (based on container
type) at March 31, 2002.

|                     |                       |          |     |         |     |         |     |           |     |  |    |         |    | 
|-------------------- | --------------------- | -------- | --- | ------- | --- | ------- | --- | --------- | --- |  | -- | ------- | -- | 
|                     |                       |          |     |         |     |         |     |           |     |  |    | 40-Foot
|                     |                       |          |     | 20-Foot |     | 40-Foot |     | High-Cube
|                     |                       |          |     |         |     |         |     |          
|Containers on lease: |                       |          |     |         |     |         |     |           |     |  |    |        
|                     | Term leases           |          |     | 416     |     |         |     | 399       |     |  |    | 13      |   
|                     | Master leases         |          |     | 226     |     |         |     | 112       |     |  |    | 20      |   
|                     |                       |          |     |         |     |         |     |           |     |  |    |        
|                     |                       | Subtotal |     |         | 642 |         |     |           | 511 |  |    |         | 33 | 
|Containers off lease |                       |          | 134 |         |     |         | 167 |           |     |  | 12 |        
|                     |                       |          |     |         |     |         |     |           |     |  |    |        
|                     | Total container fleet |          |     | 776     |     |         |     | 678       |     |  |    | 45      |   
|                     |                       |          |     |         |     |         |     |           |     |  |    |        

|                                  |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |    |  
|--------------------------------- | -------------- |  | ------- | ----- | ------- |  | --------- | -- | - |  | ----- | ----- | - |  | --- | -- | - |  | ------- | --- |  |  | --- | -- | -
|                                  |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  | 40-Foot
|                                  |                |  | 20-Foot |       | 40-Foot |  | High-Cube
|                                  |                |  |         |       |         |  |          
|                                  |                |  | Units   |       | %       |  | Units     |    | % |  | Units |       | %
|                                  |                |  |         |       |         |  |           |    |   |  |       |       |  
|Total purchases                   |                |  | 2,244   |       |         |  | 100       | %  |   |  | 2,396 |       |   |  | 100 | %  |   |  | 150     |     |  |  | 100 | % 
|                                  | Less disposals |  |         | 1,468 |         |  |           | 65 | % |  |       | 1,718 |   |  |     | 72 | % |  |         | 105 |  |  |     | 70 | %
|                                  |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   
|Remaining fleet at March 31, 2002 |                |  | 776     |       |         |  | 35        | %  |   |  | 678   |       |   |  | 28  | %  |   |  | 45      |     |  |  | 30  | % 
|                                  |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   

During 2001, demand for dry cargo containers was adversely affected by the
slowdown in the global economy resulting in an excess supply of containers in
many locations. As a result of increasing worldwide container inventories
during 2001, cautious forecasts for global economic recovery and a reduction in
the level of capital available for new production, the demand for new container
production declined. Accordingly, prices for new containers reached historic
lows, creating further downward pressure on lease per-diem rates and container
residual values.

At the end of 2001, the Registrant, CCC and the Leasing Company viewed this
slowdown in new container production as having positive short and long-term
effects for the container leasing industry. During the first quarter of 2002,
the reduction in the level of funding for new container production, as well as
a general improvement in the worlds economic climate, contributed to a decline
in the level of off-hire container inventories for both leasing companies and
shipping lines. During this period, the Registrant experienced an increase in
demand for its dry cargo containers. The average monthly utilization of the
Registrants dry cargo fleet increased from 78% in December 2001 to 79% in
March 2002. At April 30, 2002, utilization of the Registrants dry cargo fleet
had increased to approximately 80%. However, lease per-diem rates, which are
influenced by new container prices and borrowing rates, remain depressed. An
improvement in lease per-diem rates is not expected until new container prices
increase to much higher levels. The Registrant, CCC and the Leasing Company
expect the demand for cargo containers to continue to strengthen into the
second quarter of 2002. The Leasing Company, on behalf of the Registrant, will
seek to exploit the improving demand by repositioning off-hire equipment to
locations of greatest demand and by pursuing leasing opportunities through the Leasing Companys global marketing network.
Continued improvement throughout the latter part of 2002 will be dependent on
the recovery and sustained growth of the global economy.

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Despite recent improvements in container leasing market conditions, the effect
of the slowdown in global economic conditions on the container leasing
industrys customers, the shipping lines, coupled with their acquisition of
new, larger container ships, have created a condition of excess shipping
capacity. The uncertainty over the financial strength of the shipping industry
appears to favor the larger more established shipping lines. The Registrant,
CCC and the Leasing Company continue to remain cautious, with the expectation
that some shipping lines, especially those involved with trans-Pacific trade,
may experience financial difficulty, insolvency, or consolidation and
ultimately influence the demand for leased containers. Although the ultimate
outcome, as well as its impact on the container leasing industry and the
Registrants results of operations is unknown, CCC, on behalf of the
Registrant, will work closely with the Leasing Company to monitor outstanding
receivables, collections, and credit exposure to various existing and new
customers.

The Registrants average fleet size and utilization rates for the three-month
periods ended March 31, 2002 and March 31, 2001 were as follows:

|                                                                    |  |                    |       |           |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | --------- |  |  | ----- | -
|                                                                    |  | Three Months Ended
|                                                                    |  |                   
|                                                                    |  | March 31,          |       | March 31,
|                                                                    |  | 2002               |       | 2001     
|                                                                    |  |                    |       |          
|Average fleet size (measured in twenty-foot
equivalent units (TEU)) |  |                    | 2,325 |           |  |  | 3,043 |  
|Average utilization rates                                           |  |                    | 78    | %         |  |  | 83    | %

Average per-diem rental rates for 2002 decreased approximately 20%, when
compared to the same three-month period in the prior year.

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

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001

Income (loss) from operationsfor the three months ended March 31, 2002 was a
loss of $50,478, as compared to income of $44,592 during the corresponding
period of 2001. The decrease was primarily due to a decline in net lease
revenue and a $38,917 increase in depreciation expense that resulted from a
change in the estimated life and salvage value of the containers.

Net lease revenueof $57,454 for the three months ended March 31, 2002 was
$73,774 lower than the corresponding period of 2001. The decrease was due to a
$82,682 decline in gross rental revenue (a component of net lease revenue) from
the same period in 2001. Gross rental revenue was impacted by the Registrants
smaller fleet size and lower per-diem rental rates. Other components of net
lease revenue, including management fees, rental equipment operating expense
and reimbursed administrative expenses were lower by a combined $12,657 when
compared to the corresponding period in 2001. Contributing to the decline in
rental equipment operating expenses were decreases in handling and storage
costs. The decline in these components of net lease revenue partially offset
the increase in incentive fees and the decline in gross lease revenue.

Depreciation expenseof $95,707 for the three months ended March 31, 2002, was
$38,917 higher than the same period in 2001. Effective June 1, 2001, the
Registrant changed the estimated life of its rental container equipment from an
estimated 12 year life to a 15 year life, and its estimated salvage value from
30% to 10% of original equipment cost. The effect of these changes was an
increase in depreciation expense of approximately $72,800 for the three-month
period ended March 31, 2002.

Other general and administrative expenseswere $12,564 in the first quarter of
2002, a decrease of $7,844 or 38% when compared to the corresponding period of
2001. Contributing to this decline were legal costs, net exchange rate losses
and costs related to investor communications.

12



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Net gain (loss) on disposal of equipmentwas a result of the Registrant
disposing of 126 containers during the three-month period ended March 31, 2002,
as compared to 176 containers during the same period in 2001. These disposals
resulted in a net gain of $339 for the three-month period ended March 31, 2002,
as compared to a net loss of $9,438 for the three-month period ended March 31,
2001. The Registrant believes that the net gain on container disposals in the
three-month period ended March 31, 2002 was a result of various factors
including the age, condition, suitability for continued leasing, as well as the
geographical location of the containers when disposed. These factors will
continue to influence the decision to repair or dispose of a container when it
is returned by a lessee, as well as the amount of sales proceeds received and
the related gain or loss on container disposals. The level of the Registrants
container disposals in subsequent periods will also contribute to fluctuations
in the net gain or loss on disposals. There were no reductions to the carrying
value of container rental equipment during the three-month periods ended March
31, 2002 and 2001.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$50,685 and $119,036 during the first three months of 2002 and 2001,
respectively, primarily generated from the billing and collections of net lease
revenue.

Cash from Investing Activities:Net cash provided by investing activities
during the three-month periods ending March 31, 2002 and 2001, included sales
proceeds generated from the sale of rental equipment of $85,035 and $131,980,
respectively.

Cash from Financing Activities:Net cash used in financing activities was
$166,236 during the first three months of 2002 compared to $392,923 in the
corresponding period of 2001. These amounts represent distributions to the
Registrants general and limited partners. The Registrants continuing
container disposals, as well as current market conditions, should produce lower
operating results and, consequently, lower distributions to its partners in
subsequent periods. Sales proceeds distributed to its partners may fluctuate
in subsequent periods, reflecting the level of container disposals. 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 general and limited partners, as well as to finance
current operating needs. No credit lines are maintained to finance working
capital.

New Accounting Pronouncements

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

Inflation

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

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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

14



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##### Table of Contents






PART II  OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



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

|        |  |                                                                                              |  |                 
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                              |  |                 
|No.     |  | Description                                                                                  |  | Method of Filing
|        |  |                                                                                              |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of October 13, 1987 |  | *               
|        |  |                                                                                             
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **              



|(b) |  | Reports on Form 8-K                                                                         
|--- |  | --------------------------------------------------------------------------------------------
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the quarter ended
March 31, 2002.



---

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

15



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##### Table of Contents






SIGNATURES

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

| |  |                                                        |  |                                                                                                                                   
| |  | ------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
| |  | IEA INCOME FUND VIII,
A California Limited Partnership
| |  |                                                        |  |                                                                                                                                   
| |  | By                                                     |  | Cronos Capital
Corp.
The General Partner                                                                                          
| |  |                                                        |  |                                                                                                                                   
| |  | By                                                     |  | /s/ Dennis J. Tietz                                                                                                               
| |  |                                                        |  |                                                                                                                                   
| |  |                                                        |  | Dennis J. Tietz
President and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC                         
| |  |                                                        |  |                                                                                                                                   
| |  | By                                                     |  | /s/ John Kallas                                                                                                                   
| |  |                                                        |  |                                                                                                                                   
| |  |                                                        |  | John Kallas
Chief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC

Date: May 10, 2002

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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                              |  |                 
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                              |  |                 
|No.     |  | Description                                                                                  |  | Method of Filing
|        |  |                                                                                              |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of October 13, 1987 |  | *               
|        |  |                                                                                             
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **              



---

|*  |  | 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)                                                                         

17