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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


                                                      SEC File Number: 000-33103
                                                      Cusip Number: N/A

            (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
                   [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR

                      For Period Ended: March 31, 2006


     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates: N/A


                         PART I. REGISTRANT INFORMATION

                      ATEL CAPITAL EQUIPMENT FUND VIII, LLC
                            (Full Name of Registrant)

                         Former Name if Applicable: N/A

     600 California Street, 6th Floor, San Francisco, California 94108-2733
      (Address of Principal Executive Office, Street and Number) (Zip Code)


                        PART II. RULES 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check box if appropriate) [ X ]

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

         (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR
                  or portion thereof, will be filed on or before the fifteenth
                  calendar day following the prescribe due date; or the subject
                  quarterly report or transition report on Form 10-Q or subject
                  distribution report on Form 10-D, or portion thereof, will be
                  filed on or before the fifth calendar day following the
                  prescribed due date; and

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.




                               PART III. NARRATIVE

         State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.

         The Registrant is requesting an extension for the filing of the
Quarterly Report on Form 10-Q for the period ended March 31, 2006 because
the Company does not have all information necessary to complete the required
financial reports by May 15, 2006. The Company will file the Quarterly Report on
Form 10-Q for the period ended March 31, 2006 with completed financial
statements on or before the extended due date of May 22, 2006.



                           PART IV. OTHER INFORMATION

        (1)       The name and telephone number of the person to contact in
                  regard to this notification is Mr. Pari Choksi at
                  (415) 989-8800.

        (2)       Have all other reports required under Section 13 or 15 (d) of
                  the Securities and Exchange Act of 1934 or Section 30 of the
                  Investment Company Act of 1940 during the preceding 12 months
                  or for such shorter period that the Registrant was required to
                  file such reports been filed? If answer is no, identify
                  reports.

                  /  / Yes       / X / No

                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2005 and Annual Report on Form 10-K for the year ended
                  December 31, 2005.

        (3)       Is it anticipated that any significant change in results of
                  operations from the corresponding period for the last fiscal
                  year will be reflected by the earnings statements to be
                  included in the subject report or portion thereof?

                  If so, attach an explanation of the anticipated change, both
                  narratively and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be
                  made.

                  /  / Yes       / X / No


     The Registrant, ATEL Capital Equipment Fund VIII, LLC, has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.



Dated:   May 15, 2006
                              ATEL Capital Equipment 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