8-K

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

June 27, 2005
Date of Report (Date of Earliest Event Reported)

IEA Income Fund VIII, A California Limited Partnership

(Exact name of registrant as specified in its charter)

California
(State or Other Jurisdiction of Incorporation)

0-17942	94-3046886
(Commission File Number)	(IRS Employer Identification No.)

One Front Street, Suite 925, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

(415) 677-8990
(Registrant’s Telephone Number, Including Area Code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR § 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c))

Item 8.01 Other Events

     On June 27, 2005, Cronos Capital Corp., a California corporation and the General Partner (the “General Partner”) of the Registrant, IEA Income Fund VIII, A California Limited Partnership (the “Partnership”), transmitted a letter to all of the limited partners of the Partnership (the “Letter”) in response to a mini-tender offer made to the limited partners by Peachtree Partners (“Peachtree”). A copy of the Letter is attached hereto as Exhibit 99.1.

     In the Letter, the General Partner expresses no opinion on Peachtree’s tender offer and does not recommend acceptance or rejection of the offer. Instead, the General Partner discloses certain information that should be taken into account by the limited partners when considering Peachtree’s offer. The General Partner states that the winding-up of the Partnership is accelerating and, in conjunction therewith, the General Partner has solicited bids for the purchase of the remaining container assets of the Partnership with the objective to negotiate and consummate a sale by the end of this year. The Letter also provides that the net book value of each outstanding Partnership unit was $32.00 as of March 31, 2005; however, the General Partner cautions that the Partnership may or may not obtain such amount in disposing of its remaining container assets.

     Forward-Looking Statements

     This Current Report and the exhibit furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the sale of remaining container assets by the end of the year. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the risk that no bids may be made in response to the General Partner’s solicitation or that the bid or bids made are on terms that the General Partner deems not to be in the best interest of the Partnership and its limited partners. More information about the Partnership and risks related to the Partnership’s business are detailed in the Partnership’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2004, and on its quarterly reports on Form 10-Q and current reports on Form 8-K as filed with the Securities and Exchange Commission. The Partnership does not undertake an obligation to update forward-looking statements.

Item 9.01 Exhibits

(c)	Exhibits
	Exhibit 99.1 – Letter from Cronos Capital Corp. to all limited partners of the Partnership, dated June 27, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IEA INCOME FUND VIII, A CALIFORNIA PARTNERSHIP
	By	Cronos Capital Corp.
		The General Partner
	By	/s/ Elinor A. Wexler
		Elinor A. Wexler
		Vice President-Administration and
		Secretary
Date: June 29, 2005

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Letter from Cronos Capital Corp. to all limited partners of the Partnership, dated June 27, 2005.

EX-99.1

Exhibit 99.1

	Cronos Capital Corp.
	c/o ACS Securities Services Inc.
	3988 North Central Expy
	Building 5, 6th Floor
	Dallas, TX 75204
June 27, 2005	Tel: (866) 275-3711 (Toll Free)

Re: IEA Income Fund VIII
Mini-Tender Offers - Update on Partnership’s Disposition of Remaining Containers

Dear Limited Partner:

We recently received a copy of correspondence that was sent to you, and the other limited partners in the Partnership, by Peachtree Partners (“Peachtree”). That correspondence concerned a mini-tender offer to buy your Partnership units. We express no opinion on Peachtree’s tender offer, recommending neither that you accept or reject it. That is a decision you should make for yourself.

What is important is that you make an informed decision. In our prior reports to you, we have disclosed that the Partnership is in its wind-up stage of operations. That process is now accelerating. We are distributing to interested parties a Request For Proposal and Information Package (“RFP”) by which we are soliciting bids for the remaining container assets of the Partnership. Our objective is to negotiate and consummate a sale of the Partnership’s remaining container assets by the end of this year.

Of course, there can be no assurance that a bid will be made in response to our RFP or that one or more bids, if made, will be accepted by the General Partner on behalf of the Partnership. But in considering Peachtree’s mini-tender offer for your units, you should be aware of our efforts to sell the remaining container fleet of the Partnership. You should also be aware that the net book value, per outstanding unit of the Partnership, as of March 31, 2005, was $32.00 per unit. We may or may not achieve that amount in disposing of the remaining container assets of the Partnership. The ultimate amount will depend upon the bids, if any, made in response to our RFP. But again this is information that you should take into account when considering Peachtree’s mini-tender offer or any other offer for your units.

When considering a mini-tender offer by Peachtree, or any other party, investors should exercise extreme caution. Don’t be rushed into making a decision concerning your investment in the Fund. Confer with your broker and/or your financial and tax advisors and explore other liquidity options prior to making any decision if you wish to sell your units.

Thank you for your consideration. If you have questions concerning mini-tender offers, please feel free to contact our Investor Services Department toll free at 1-866-275-3711 between the hours of 8:00am-5:00pm (CDT).

Very truly yours,

Elinor Wexler
Vice President-Administration