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): February 5, 2007
                                                           ----------------
  
                        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 4.01      Changes in Registrant's Certifying Accountant
  
  On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
  principal independent accountants for its fiscal year ended December 31, 2006
  and beyond. E&Y continues to be engaged by the Registrant to perform tax
  services. The registrant has not yet completed and filed its financial
  statements with a report of its independent accountants for its fiscal year
  ended December 31, 2005, as a result of delays encountered in the restatement of
  its financial statements for the years ended December 31, 2004, 2003 and 2002.
  E&Y has been retained as the Registrant's principal independent accountant for
  the periods through December 31, 2005. As discussed below, the Registrant has
  engaged a new principal independent accounting firm for the year ended December
  31, 2006 and beyond.
  
  The decision to change the Registrant's principal independent accountants was
  recommended and approved by the board of directors of ATEL Leasing Corporation
  ("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
  Registrant's manager. The Registrant does not have a separate audit committee,
  and the board of directors of ALC (the "Board") therefore acts as the
  Registrant's audit committee.
  
  E&Y's report on the Registrant's financial statements for the year ended
  December 31, 2004, the Registrant's most recent fiscal year for which an
  independent accountant's report has been issued on its financial statements, did
  not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
  modified as to uncertainty, audit scope or accounting principles. During the
  Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
  interim period through February 5, 2007, the date of E&Y's dismissal, there were
  no disagreements with E&Y on any matters of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure, which, if not
  resolved to the satisfaction of E&Y would have caused it to make reference to
  the subject matter of the disagreement in connection with its report on the
  financial statements for that period, nor, except as set forth in the following
  paragraph, have there been any "reportable events" as defined under Item
  304(a)(1)(v) of Regulation S-K during such period.
  
  As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
  for the year ended December 31, 2004, the Registrant determined that its
  disclosure controls and procedures over the: a) application of generally
  accepted accounting principles for leasing transactions (specifically, timely
  identification and recording of impairment in leased assets, accumulating and
  capitalizing costs for initiating leases, and properly amortizing costs
  associated with the initiation of a lease); b) allocation of costs incurred by
  the Registrant's Manager on behalf of the Registrant; c) process of identifying
  and estimating liabilities in the correct period; and d) financial statement
  close process, including evaluating the relative significance of misstatements,
  were determined to be ineffective and to constitute material weaknesses in
  internal control over financial reporting. E&Y discussed these matters with the
  
  <PAGE>
  
  
  Board, and the Registrant has authorized E&Y to respond fully to the inquiries
  of its successor as the Registrant's principal independent accountant concerning
  the subject matter of each such material weakness.
  
  As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
  for the year ended December 31, 2004, AFS, the Registrant's Manager, has taken
  and is continuing to take steps that will remediate the weaknesses in its
  internal controls referred to in the foregoing paragraph.
  
  Effective as of February 5, 2007, the Board approved the engagement of, and
  engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
  for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
  during the two fiscal years ended December 31, 2006, or during the interim
  period through February 5, 2007, the date of engagement of Moss Adams, consulted
  Moss Adams regarding (i) either the application of accounting principles to a
  specified transaction, completed or proposed, or the type of audit opinion that
  might be rendered on the Registrant's financial statements, or (ii) any
  disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
  reportable event described under Item 304(a)(1)(v) of Regulation S-K.
  
  
  
  <PAGE>
  
  
  
  ITEM 9.01      Financial Statements and Exhibits
  
  (d)      Exhibits
  
           (16) Letter regarding changes in certifying accountant
  
  
  
  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:   February 8, 2007
  
                        ATEL Capital Equipment Fund VIII, LLC
  
  
                             By: ATEL Financial Services, LLC,
                             a California limited liability company,
                             Manager
  
                                   By:  ATEL Leasing Corporation, Manager
  
  
  
                                       By:  /s/ PARITOSH K. CHOKSI
                                            -----------------------------------
                                            Paritosh K. Choksi, Executive Vice
                                            President, Chief Financial Officer
                                            and Chief Operating Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "atel88k0107.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 7099}]
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": "07597754"}, "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): February 5, 2007
                                                           ----------------
  
                        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 4.01      Changes in Registrant's Certifying Accountant
  
  On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
  principal independent accountants for its fiscal year ended December 31, 2006
  and beyond. E&Y continues to be engaged by the Registrant to perform tax
  services. The registrant has not yet completed and filed its financial
  statements with a report of its independent accountants for its fiscal year
  ended December 31, 2005, as a result of delays encountered in the restatement of
  its financial statements for the years ended December 31, 2004, 2003 and 2002.
  E&Y has been retained as the Registrant's principal independent accountant for
  the periods through December 31, 2005. As discussed below, the Registrant has
  engaged a new principal independent accounting firm for the year ended December
  31, 2006 and beyond.
  
  The decision to change the Registrant's principal independent accountants was
  recommended and approved by the board of directors of ATEL Leasing Corporation
  ("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
  Registrant's manager. The Registrant does not have a separate audit committee,
  and the board of directors of ALC (the "Board") therefore acts as the
  Registrant's audit committee.
  
  E&Y's report on the Registrant's financial statements for the year ended
  December 31, 2004, the Registrant's most recent fiscal year for which an
  independent accountant's report has been issued on its financial statements, did
  not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
  modified as to uncertainty, audit scope or accounting principles. During the
  Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
  interim period through February 5, 2007, the date of E&Y's dismissal, there were
  no disagreements with E&Y on any matters of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure, which, if not
  resolved to the satisfaction of E&Y would have caused it to make reference to
  the subject matter of the disagreement in connection with its report on the
  financial statements for that period, nor, except as set forth in the following
  paragraph, have there been any "reportable events" as defined under Item
  304(a)(1)(v) of Regulation S-K during such period.
  
  As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
  for the year ended December 31, 2004, the Registrant determined that its
  disclosure controls and procedures over the: a) application of generally
  accepted accounting principles for leasing transactions (specifically, timely
  identification and recording of impairment in leased assets, accumulating and
  capitalizing costs for initiating leases, and properly amortizing costs
  associated with the initiation of a lease); b) allocation of costs incurred by
  the Registrant's Manager on behalf of the Registrant; c) process of identifying
  and estimating liabilities in the correct period; and d) financial statement
  close process, including evaluating the relative significance of misstatements,
  were determined to be ineffective and to constitute material weaknesses in
  internal control over financial reporting. E&Y discussed these matters with the
  Board, and the Registrant has authorized E&Y to respond fully to the inquiries
  of its successor as the Registrant's principal independent accountant concerning
  the subject matter of each such material weakness.
  
  As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
  for the year ended December 31, 2004, AFS, the Registrant's Manager, has taken
  and is continuing to take steps that will remediate the weaknesses in its
  internal controls referred to in the foregoing paragraph.
  
  Effective as of February 5, 2007, the Board approved the engagement of, and
  engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
  for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
  during the two fiscal years ended December 31, 2006, or during the interim
  period through February 5, 2007, the date of engagement of Moss Adams, consulted
  Moss Adams regarding (i) either the application of accounting principles to a
  specified transaction, completed or proposed, or the type of audit opinion that
  might be rendered on the Registrant's financial statements, or (ii) any
  disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
  reportable event described under Item 304(a)(1)(v) of Regulation S-K.
  ITEM 9.01      Financial Statements and Exhibits
  
  (d)      Exhibits
  
           (16) Letter regarding changes in certifying accountant
  
  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:   February 8, 2007
  
                        ATEL Capital Equipment Fund VIII, LLC
  
                             By: ATEL Financial Services, LLC,
                             a California limited liability company,
                             Manager
  
                                   By:  ATEL Leasing Corporation, Manager
  
                                       By:  /s/ PARITOSH K. CHOKSI
                                            -----------------------------------
                                            Paritosh K. Choksi, Executive Vice
                                            President, Chief Financial Officer
                                            and Chief Operating Officer