content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
          Date of Report (Date of earliest event reported): October 5, 2005
                                                            ---------------
  
                        ATEL Capital Equipment Fund VIII, LLC
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            California               000-33103                    94-3307404
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission                  (IRS Employer
       of incorporation)             File Number)              Identification No.)
  
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  Item 2.02  Results of Operation and Financial Condition
  
  The  registrant is currentlyassessing  the  need to  restate  financial
  statements for the years ended  December 31, 2004, 2003 and 2002, and the first
  two fiscal quarters of 2005, as described in more detail under Item 4.02 below,
  which is incorporated herein by reference.
  
  Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  On October 5, 2005, the  registrant's manager determined that the methods
  used to accumulate and amortize the initial direct costs ("IDCs") incurred in
  acquiring its portfolio of leases were not in accordance with generally accepted
  accounting principles ("GAAP"). The registrant's manager is in the process of
  analyzing  the potential  impact of changing the methods used to accumulate  and
  amortize the IDC's incurred. The registrant's manager, including the officers of
  the manager  acting as the registrant's audit committee, have  discussed the
  matters  in this  report and will continue  to discuss this  matter  with its
  registered public  accounting firm. Accordingly,  the registrant's  financial
  statements for the years ended  December 31, 2004 2003 and 2002,  and the first
  two fiscalquarters of 2005 should no longer be relied upon.
  
  If the  registrant  deems any resulting  difference in previously  reported
  information  to be material to its financial  statements,  the registrant will
  prepare and file an amended  annual report on Form 10-K with restated  audited
  financial  statements  and amended Management Discussion  and Analysis for the
  years ended December 31, 2004,  2003 and 2002, with footnote  disclosure on the
  cumulative  changes to prior years, as well as amended quarterly reports on Form
  10-Q for the first two fiscal quarters of 2005 The registrant anticipates  that
  it will complete its analysis and file any required amended reports  within 45
  days from the date of this report.
  
  The registrant has historically  calculated its amortization of IDCs over a
  period of 60 months which it estimated to approximate  the average of the lease
  terms in its portfolio of equipment lease investments.  Statement of Financial
  Accounting Standards No. 13 - "Accounting for Leases"  requires that the IDCs
  incurred in connection with each lease be determined and amortized on a lease by
  lease basis, with respect to operating leases, and using an effective  interest
  rate  method,  with  respect to direct financing leases.  The  registrant  has
  previously  determined that the impact of changing the method used to amortize
  the IDC's was less than .12% of total assets and .20% of members' equity for any
  one year;  and  results in a minimum  increase in net income of  approximately
  $15,000 and a maximum increase in net income of approximately  $95,000 for any
  one year. The above calculations  indicating the change in method of amortizing
  the IDC costs exclude the impact of changes in the cost accumulated  if any, as
  discussed below.
  
  In addition to the change in  amortization  methodology,  the  registrant's
  manager is reviewing and analyzing its procedures, methods and documentation for
  calculating those costs which may  appropriately be characterized, capitalized
  and  amortized as IDCs, and those which must instead be recognized as expenses
  for the periods in which they are incurred, and its methods for allocating IDCs
  and  expenses incurred by the manager and its  affiliates  in connection  with
  portfolio acquisition activities. If any amounts previously characterized as
  IDCs are instead  recharacterized as expenses, it would result in a reduction in
  net  income (or  increase  in net loss)  during  the period the  recharacterized
  expense was incurred, and a corresponding  increase in net income (or reduction
  in net  loss)  during any subsequent  period  during  which  the  expense  had
  previously been amortized. In other words, any change in the characterization of
  certain  expenditures as expenses rather than IDCs to be capitalized will result
  in a shift in the timing of the registrant's recognition  of the impact of the
  cost incurred on its net income or loss. If the registrant determines  that any
  recharacterization  of costs as IDCs or expenses  or any reallocation  of such
  costs would result in a materia  change to its previously reported  financial
  statements it will adjust the financial statements accordingly.
  
  <PAGE>
  
  
  
  
  
  
  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.
  
  Dated:   October 11, 2005
  
                             ATEL Cash Distribution Fund VIII, LLC
                             By ATEL Financial Services, LLC,
                             Manager of Registrant
  
                                   By:  /s/ Paritosh K, Choksi
                                        --------------------------------
                                        Paritosh K. Choksi, Executive Vice
                                        President, Chief Financial Officer and
                                        Chief Operating Officer
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metadata_filer: {"company-data": {"conformed-name": "ATEL CAPITAL EQUIPMENT FUND VIII LLC", "cik": "0001069152", "assigned-sic": "7359", "irs-number": "943307404", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33103", "film-number": "051133036"}, "business-address": {"street1": "600 CALIFORNIA ST", "street2": "6TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4159898800"}, "mail-address": {"street1": "600 CALIFORNIA ST", "street2": "6TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): October 5, 2005
                                                            ---------------
  
                        ATEL Capital Equipment Fund VIII, LLC
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            California               000-33103                    94-3307404
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission                  (IRS Employer
       of incorporation)             File Number)              Identification No.)
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 2.02  Results of Operation and Financial Condition
  
  The  registrant is currentlyassessing  the  need to  restate  financial
  statements for the years ended  December 31, 2004, 2003 and 2002, and the first
  two fiscal quarters of 2005, as described in more detail under Item 4.02 below,
  which is incorporated herein by reference.
  
  Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  On October 5, 2005, the  registrant's manager determined that the methods
  used to accumulate and amortize the initial direct costs ("IDCs") incurred in
  acquiring its portfolio of leases were not in accordance with generally accepted
  accounting principles ("GAAP"). The registrant's manager is in the process of
  analyzing  the potential  impact of changing the methods used to accumulate  and
  amortize the IDC's incurred. The registrant's manager, including the officers of
  the manager  acting as the registrant's audit committee, have  discussed the
  matters  in this  report and will continue  to discuss this  matter  with its
  registered public  accounting firm. Accordingly,  the registrant's  financial
  statements for the years ended  December 31, 2004 2003 and 2002,  and the first
  two fiscalquarters of 2005 should no longer be relied upon.
  
  If the  registrant  deems any resulting  difference in previously  reported
  information  to be material to its financial  statements,  the registrant will
  prepare and file an amended  annual report on Form 10-K with restated  audited
  financial  statements  and amended Management Discussion  and Analysis for the
  years ended December 31, 2004,  2003 and 2002, with footnote  disclosure on the
  cumulative  changes to prior years, as well as amended quarterly reports on Form
  10-Q for the first two fiscal quarters of 2005 The registrant anticipates  that
  it will complete its analysis and file any required amended reports  within 45
  days from the date of this report.
  
  The registrant has historically  calculated its amortization of IDCs over a
  period of 60 months which it estimated to approximate  the average of the lease
  terms in its portfolio of equipment lease investments.  Statement of Financial
  Accounting Standards No. 13 - "Accounting for Leases"  requires that the IDCs
  incurred in connection with each lease be determined and amortized on a lease by
  lease basis, with respect to operating leases, and using an effective  interest
  rate  method,  with  respect to direct financing leases.  The  registrant  has
  previously  determined that the impact of changing the method used to amortize
  the IDC's was less than .12% of total assets and .20% of members' equity for any
  one year;  and  results in a minimum  increase in net income of  approximately
  $15,000 and a maximum increase in net income of approximately  $95,000 for any
  one year. The above calculations  indicating the change in method of amortizing
  the IDC costs exclude the impact of changes in the cost accumulated  if any, as
  discussed below.
  
  In addition to the change in  amortization  methodology,  the  registrant's
  manager is reviewing and analyzing its procedures, methods and documentation for
  calculating those costs which may  appropriately be characterized, capitalized
  and  amortized as IDCs, and those which must instead be recognized as expenses
  for the periods in which they are incurred, and its methods for allocating IDCs
  and  expenses incurred by the manager and its  affiliates  in connection  with
  portfolio acquisition activities. If any amounts previously characterized as
  IDCs are instead  recharacterized as expenses, it would result in a reduction in
  net  income (or  increase  in net loss)  during  the period the  recharacterized
  expense was incurred, and a corresponding  increase in net income (or reduction
  in net  loss)  during any subsequent  period  during  which  the  expense  had
  previously been amortized. In other words, any change in the characterization of
  certain  expenditures as expenses rather than IDCs to be capitalized will result
  in a shift in the timing of the registrant's recognition  of the impact of the
  cost incurred on its net income or loss. If the registrant determines  that any
  recharacterization  of costs as IDCs or expenses  or any reallocation  of such
  costs would result in a materia  change to its previously reported  financial
  statements it will adjust the financial statements accordingly.
  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.
  
  Dated:   October 11, 2005
  
                             ATEL Cash Distribution Fund VIII, LLC
                             By ATEL Financial Services, LLC,
                             Manager of Registrant
  
                                   By:  /s/ Paritosh K, Choksi
                                        --------------------------------
                                        Paritosh K. Choksi, Executive Vice
                                        President, Chief Financial Officer and
                                        Chief Operating Officer