ANGELES PARTNERS VIII
10QSB, 1996-08-12
OPERATORS OF NONRESIDENTIAL BUILDINGS
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           FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report

                   (As last amended by 34-32231, eff. 6/3/93.)

                     U.S. Securities and Exchange Commission
                             Washington, D.C.  20549


                                   Form 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 1996

                                        
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

                  For the transition period.........to.........

                         Commission file number 0-9136 


                              ANGELES PARTNERS VIII
        (Exact name of small business issuer as specified in its charter)


         California                                           95-3264317
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
   Greenville, South Carolina                                   29602
(Address of principal executive offices)                      (Zip Code)


                    Issuer's telephone number (864) 239-1000
                                        


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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    





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


a)                            ANGELES PARTNERS VIII
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                        (in thousands, except unit data)
                                  June 30, 1996

 Assets                                                                     
    Cash:                                                                   
      Unrestricted                                                  $    165
      Restricted--tenant security deposits                                60
                                                                       
   Accounts receivable                                                     5
   Escrows for taxes                                                     161
   Restricted escrows                                                    183
   Other assets                                                          252
   Investment properties:                                                   
      Land                                           $    543               
      Buildings and related personal property          14,096               
                                                       14,639               
      Less accumulated depreciation                    (9,463)         5,176
                                                                            
                                                                    $  6,002
                                                                            
 Liabilities and Partners' Deficit                                          
                                                                           
 Liabilities                                                                
   Accounts payable                                                 $     28
   Tenant security deposits                                               59
   Accrued taxes                                                         467
   Accrued interest                                                    1,124
   Other liabilities                                                     164
   Note payable to affiliate                                             371
   Mortgage notes payable                                             16,834
                                                                            
 Partners' Deficit                                                          
   General partner                                   $   (165)              
   Limited partners (11,985 units                                           
     issued and outstanding)                          (12,880)       (13,045)
                                                                            
                                                                    $  6,002
           See Accompanying Notes to Consolidated Financial Statements

b)                            ANGELES PARTNERS VIII

                       CONSOLIDATED STATEMENTS OF OPERATIONS        
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                      Three Months Ended           Six Months Ended
                                           June 30,                    June 30,
                                      1996           1995         1996         1995   
<S>                                <C>            <C>          <C>           <C>
 Revenues:                                                                           
    Rental income                   $   860        $   885      $ 1,706       $ 1,769
    Other income                         42             57           89           108
          Total revenues                902            942        1,795         1,877

 Expenses:                                                                           
    Operating                           266            300          537           578
    General and administrative           52             28           80            55
    Maintenance                         102            103          190           177
    Depreciation                        149            147          296           294
    Interest                            443            467          889           935
    Property taxes                      199             90          300           232
          Total expenses              1,211          1,135        2,292         2,271
                                                                                     
    Net loss                        $  (309)       $  (193)     $  (497)      $  (394)

 Net loss allocated to general                                                       
    partner (1%)                    $    (3)       $    (2)     $    (5)      $    (4)
 Net loss allocated to limited                                                       
    partners (99%)                     (306)          (191)        (492)         (390)

                                    $  (309)       $  (193)     $  (497)      $  (394)

 Net loss per limited                                                   
    partnership unit                $(25.53)       $(15.90)     $(41.05)      $(32.55)

<FN>
            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

c)                             ANGELES PARTNERS VIII
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                    (Unaudited)
                       For the Six Months Ended June 30, 1996
                          (in thousands, except unit data)
<TABLE>
<CAPTION>
                                                                                
                                    Limited                          
                                  Partnership       General       Limited
                                     Units          Partner      Partners       Total 
<S>                                <C>             <C>         <C>           <C>                    
 Original capital contributions     12,000          $  121      $  12,000     $ 12,121

 Partners' deficit at                                                                 
    December 31, 1995               11,985          $ (160)     $ (12,388)    $(12,548)
                                                                                      
 Net loss for the six months                                                          
    ended June 30, 1996                 --              (5)          (492)        (497)
                                                                                      
 Partners' deficit at                                                                 
    June 30, 1996                   11,985          $ (165)     $ (12,880)    $(13,045)
                                                                                

<FN>
              See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)                             ANGELES PARTNERS VIII
                        CONSOLIDATED STATEMENTS OF CASH FLOWS       
                                    (Unaudited)
                          (in thousands, except unit data)
                                                                              
<TABLE>
<CAPTION>
                                                                                 
                                                               Six Months Ended
                                                                   June 30, 
                                                               1996       1995    
<S>                                                        <C>          <C>
 Cash flows from operating activities:                                          
    Net loss                                                $  (497)     $  (394)
    Adjustments to reconcile net loss to net                                    
       cash provided by operating activities:                                   
       Depreciation                                             296          294
       Amortization of loan costs                                24           41
       Change in accounts:                                                      
        Restricted cash                                          (5)          (1)
        Accounts receivable                                       6            2
        Escrows for taxes                                       (99)         (77)
        Other assets                                             (7)          --
        Accounts payable                                        (12)         (87)
        Tenant security deposit liabilities                       5           --
        Accrued taxes                                           132           87
        Accrued interest                                        278          255
        Other liabilities                                        35          (69)
                                                                                
            Net cash provided by                                                
                operating activities                            156           51
                                                                                
 Cash flows from investing activities:                                          
    Deposits to restricted escrows                             (404)         (98)
    Receipts from restricted escrows                            417           --
    Property improvements and replacements                     (570)         (57)
                                                                                
            Net cash used in investing activities              (557)        (155) 
                                                                                
 Cash flows from financing activities:                                          
    Payments on mortgage notes payable                          (22)         (68)
    Repayment of mortgage notes payable                      (9,368)          --
    Proceeds from long-term borrowings                        9,800           --
    Loan costs paid                                            (174)        (103)
                                                                                
            Net cash provided by (used in)                                      
               financing activities                             236         (171)
                                                                                
 Net decrease in cash                                          (165)        (275)
                                                                                
 Cash at beginning of period                                    330          421
                                                                                
 Cash at end of period                                      $   165      $   146
                                                                                
 Supplemental disclosure of cash flow information:                              
    Cash paid for interest                                  $   587      $   639

<FN>
            See Accompanying Notes to Consolidated Financial Statements

</TABLE>
                               ANGELES PARTNERS VIII

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

                                 June 30, 1996

Note A - Going Concern

The accompanying financial statements have been prepared assuming Angeles
Partners VIII, (the "Partnership" or "Registrant") will continue as a going
concern.  The Partnership has incurred recurring operating losses, is in
default on a portion of its mortgage notes payable and does not generate
sufficient cash flows to fund capital expenditures and scheduled debt services.
The second mortgage to Angeles Mortgage Investment Trust ("AMIT") in the amount
of $1,350,000 secured by Bercado Shores Apartments, is in default due to
nonpayment of interest.  Since the default in March of 1993, the  lender has
not indicated its intent to pursue its available remedies under the mortgage
agreement, however, the Partnership's properties remain subject to foreclosure
under the terms of the second mortgage agreement.

The Partnership's second mortgage to AMIT of $1,570,000, secured by Brittany
Point Apartments, had been in default due to nonpayment of interest.  This
default also created a default in the Brittany Point first mortgage due to
certain cross-default provisions in the first mortgage which matured in June
1995.  This first mortgage was refinanced on January 18, 1996, with the
existing lender lowering the interest rate from 10.125% to 7.875%.  A workout
proposal with AMIT on Brittany Point was finalized during the first quarter of
1996, thereby curing the Brittany Point default.  This workout extended the
maturity date from June 1995 to December 2000.

The Partnership's first mortgage of $4,114,000 secured by Bercado Shores
Apartments was previously in default due to delinquent 1993 property taxes; 
however, during 1995 these taxes were paid and the first mortgage of Bercado
Shores is no longer in default.  

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or amounts
and classification of liabilities that may result from this uncertainty.

Note B - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of Angeles Realty Corporation (the
"General Partner"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating 
results for the six month period ended June 30, 1996, are not necessarily 
indicative of the results that may be expected for the year ended December 
31, 1996.  For further information, refer to the financial statements and  
footnotes thereto included in the Partnership's annual report on Form 10-KSB
for the year ended December 31, 1995.

Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.

Consolidation

In order to facilitate the refinancing of the first mortgage indebtedness
secured by Brittany Point in January 1996, the property was transferred to a
lower-tier partnership known as Brittany Point AP VIII, L.P. in which the
Partnership is the 99% limited partner.  The results of the lower-tier
partnership's operations are included in the Partnership's financial statements
with all intercompany transactions being eliminated.

Note C - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the general partner and
its affiliates for the management and administration of all Partnership
activities.  The Partnership Agreement provides for payments to affiliates of
the general partner for services and for reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.  Property management fees
of $89,000 and $93,000 were paid to affiliates of the General Partner for the
six months ended June 30, 1996 and 1995, respectively.  These fees are included
in operating expenses.  Reimbursements for services of affiliates of $56,000
and $32,000 were earned by the General Partner and affiliates for the six
months ended June 30, 1996 and 1995, respectively.  At June 30, 1996,
approximately $56,000 of the 1996 reimbursements were unpaid and are included
in other liabilities.  In addition, $15,000 of expense reimbursements related
to construction oversight costs incurred in conjunction with the exterior
rehabilitation of the Partnership's properties were paid to affiliates of the
General Partner during 1996.

The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner.  An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy.  The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payments on these obligations from the agent.  The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligation is not significant.

In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership which now controls the working capital loan previously provided by
Angeles Capital Investment, Inc. ("ACII"), was organized.  Angeles Corporation
("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until April
14, 1995, the 1% general partner of AAP.  On April 14, 1995, as part of a
settlement of claims between affiliates of the General Partner and Angeles, AAD
resigned as general partner of AAP and simultaneously received a .5% limited
partner interest in AAP. An affiliate of Angeles now serves as the general
partner of AAP.  This working capital loan funded the Partnership's operating
deficits in prior years.  Total indebtedness, which is included in the
accompanying consolidated balance sheet as a note payable to affiliate, was
$371,000 at June 30, 1996, and June 30, 1995, with monthly interest only
payments at prime plus 0.75% (9.00% at June 30, 1996).  Principal is to be paid
the earlier of i) the availability of funds, ii) the sale of one or more
properties owned by the Partnership, or iii) November 25, 1997.  Total interest
expense for this loan was $17,000 and $18,000 at June 30, 1996 and 1995,
respectively.  Interest of $108,000 and $72,000 on this loan was accrued at
June 30, 1996 and 1995, respectively.

AMIT currently provides secondary financing on the Partnership's investment
properties.  Total indebtedness was $2,920,000 at June 30, 1996, of which
$1,350,000 was in default at June 30, 1996.  Total interest expense related to
this debt was $262,000 and $237,000 at June 30, 1996, and June 30, 1995,
respectively.  Accrued interest related to this debt was $984,000 and $828,000
at June 30, 1996 and June 30, 1995, respectively.  

MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT.  MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares.  These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT.  These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which 
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote). 
Between the date of acquisition of these shares (November 24, 1992)  and March
31, 1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters.  MAE GP has not exerted, and continues to decline
to exert, any management control over or participate in the management of AMIT. 
MAE GP may choose to vote these shares as it deems appropriate in the future. 
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and certain partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT.  These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.

Note C - Transactions with Affiliated Parties (continued)

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares.  This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE  GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997.  AMIT delivered to MAE GP cash in the sum of $250,000 at closing,
which occurred April 14, 1995, as payment for the option.  Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.

Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, resulting in MAE GP being able to vote the Class B
shares on all matters except those involving transactions between AMIT and MAE
GP affiliated borrowers or the election of any MAE GP affiliate as an officer
or trustee of AMIT.  

On those matters, MAE GP granted to the AMIT trustees, in their capacity as
trustees of AMIT, proxies with regard to the Class B shares instructing such
trustees to vote said Class B shares in accordance with the vote of the
majority of the Class A shares voting to be determined without consideration of
the votes of "Excess Class A Shares" as defined in Section 6.13 of the
Declaration of Trust of AMIT.

Note D - Tax Recovery

The Partnership's ongoing property tax appeal of Bercado Shores' 1990, 1991 and
1992 property taxes was successfully completed in 1995 with the Partnership
recognizing $802,000 of tax recovery income in 1995.  The Partnership had paid
property taxes for the 1990, 1991 and 1992 tax years, but withheld payment of
the 1993 taxes during the appeal.  Upon completion of the appeal in 1995, the
tax authority reimbursed the property for overpayments of the 1990, 1991 and
1992 taxes totalling $545,000, of which the tax authority applied $321,000 of
the refund to pay the 1993 taxes.  

In addition, property tax accruals were reduced by $256,000 in the fourth
quarter of 1995 to reflect the newly assessed property values.  The first
mortgage was previously in default due to the nonpayment of the 1993 taxes. 
Since the property taxes are now current, the first mortgage is no longer in
default.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Partnership's investment properties consist of two apartment complexes. 
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 1996 and 1995:

                                               
                                           Average Occupancy
                                           1996         1995

     Bercado Shores Apartments
          Mishawka, Indiana                 93%          95%

     Brittany Point Apartments
          Huntsville, Alabama               86%          91%


Occupancy at Brittany Point decreased due to fewer new jobs and continued
layoffs in the Huntsville area.  The area economy has remained stagnant due to
military spending cuts.  However, the current occupancy is beginning to
increase due in part to improvements made at the property.

The Partnership realized a net loss of $309,000 for the three months ended June
30, 1996, and $497,000 for the six months ended June 30, 1996, compared to a
net loss of $193,000 for the three months ended June 30, 1995, and $394,000 for
the six months ended June 30, 1995.  For the three and six months ended June
30, 1996, the increased net loss was due primarily to a decrease in other
income and an increase in general and administrative and property tax expenses
as discussed below.

Other income decreased due primarily to a lower tenant turnover rate which
resulted in lower lease cancellation and cleaning and damage fees in 1996. 
General and administrative expenses increased due primarily to increases in
General Partner reimbursements resulting from higher administrative costs. 
Maintenance expense increased for the six months ended June 30, 1996, compared
to the six months ended June 30, 1995, due to overall increases in repairs at
the properties in efforts to increase the properties' curb appeal.  Interest
expense decreased due to Brittany Point refinancing its debt at a lower
interest rate partially offset by an increase in the adjustable interest rate
on the first mortgage debt and an increase in default interest on the second
mortgage debt at Bercado Shores.  Property tax expense increased due to
increased tax assessments, which are currently under appeal, at Bercado Shores
in 1996 and the reduction of the tax assessments in 1995 as discussed in "Note
D" in the Notes to Consolidated Financial Statements in "Item 1". 

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses.  As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level.  However, due to changing market 
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that
the General Partner will be able to sustain such a plan.

The Partnership's primary source of cash has been from property operations with
such cash being  utilized for the paydown of existing debt on the investment
properties, capital expenditures and daily operational expenses.  It is the
Partnership's policy to commit capital resources for the continuing improvement
and maintenance of its properties.

The Partnership held unrestricted cash of $165,000 at June 30, 1996, compared
to unrestricted cash of $146,000 at June 30, 1995.  Net cash provided by
operating activities increased for the six months ended June 30, 1996,
primarily due to decreased interest payments on the Brittany Point first
mortgage, as discussed below, and due to the accrual during 1996 of General
Partner reimbursements which were paid in 1995.  Net cash used in investing
activities increased primarily due to the increased capital expenditure
activity largely due to an exterior rehabilitation project at Brittany Point,
including vinyl siding and roof repairs.  Net cash provided by financing
activities increased due to the refinancing of the Brittany Point first
mortgage. 

No distributions were made by the Partnership during the first six months of
1996 or 1995.

Since 1992, the nominal cash generated by the properties has been insufficient
to pay the capital expenditures and scheduled debt service.  The Partnership
has incurred recurring operating losses and is in default on a portion of its
mortgage notes payable.  The Partnership's first mortgage in the amount of
$4,114,000 secured by Bercado Shores Apartments was previously in default due
to nonpayment of 1993 property taxes.  The property is now current on payment
of property taxes and the first mortgage is no longer in default.  However, the
second mortgage to AMIT in the amount of $1,350,000, secured by the Bercado
Shores Apartments, has been in default since March 1993 due to nonpayment of
interest.  Since the default in March of 1993, the lender has not indicated its
intent to pursue its available remedies under the mortgage agreement, however,
the Partnership's properties remain subject to foreclosure under the terms of
the second mortgage agreement.  Should the lender initiate foreclosure
proceedings, the General Partner will attempt to negotiate refinancing.

The first mortgage indebtedness of $9,368,000 secured by Brittany Point matured
in June 1995.  This first mortgage was refinanced on January 18, 1996, with the
existing lender for a principal amount of $9,800,000, a stated interest rate of
7.875% and a  maturity date of February 1, 2001.  To facilitate the
refinancing, the property was transferred to a lower-tier partnership known as
Brittany Point AP VIII, L.P. in which the Partnership is the 99% limited
partner.  Although legal ownership of this asset was transferred to a new
entity, the Partnership retained control and substantially all economic
benefits of the property.  Also, a workout proposal with AMIT on the second
mortgage of Brittany Point was finalized during the first quarter of 1996 so
that the second mortgage is no longer in default.  The workout proposal with
AMIT provides for the accrual of interest through January 31, 1997, after 
which cash flow payments will be made through June 30, 1997.  Commencing July
1, 1997, interest payments will be made at the accrual rate of interest 
through the maturity of the note on December 31, 2000.

In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership which now controls the working capital loan previously provided by
Angeles Capital Investment, Inc. ("ACII"), was organized.  Angeles Corporation
("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until April
14, 1995, the 1% general partner of AAP.  On April 14, 1995, as part of a
settlement of claims between affiliates of the General Partner and Angeles, AAD
resigned as general partner of AAP and simultaneously received a .5% limited
partner interest in AAP. An affiliate of Angeles now serves as the general
partner of AAP.  This working capital loan funded the Partnership's operating
deficits in prior years.  Total indebtedness, which is included as a note
payable, was $371,000 at June 30, 1996, and June 30, 1995, with monthly
interest only payments at prime plus 0.75% (9.00% for June 30, 1996). 
Principal is to be paid the earlier of i) the availability of funds, ii) the
sale of one or more properties owned by the Partnership, or iii) November 25,
1997.  Total interest expense for this loan was $17,000 and $18,000 at June 30,
1996 and 1995, respectively. Interest of $108,000 and $72,000 on this loan was
accrued at June 30, 1996 and 1995, respectively.

MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT.  MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares.  These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT.  These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote). 
Between the date of acquisition of these shares (November 24, 1992)  and March
31, 1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters.  MAE GP has not exerted, and continues to decline
to exert, any management control over or participate in the management of AMIT. 
MAE GP may choose to vote these shares as it deems appropriate in the future. 
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A Shares of AMIT.  These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares.  This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE  GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997.  AMIT delivered to MAE GP cash in the sum of $250,000 at closing,
which occurred April 14, 1995, as payment for the option.  Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.

Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, resulting in MAE GP being able to vote the Class B
shares on all matters except those involving transactions between AMIT and MAE
GP affiliated borrowers or the election of any MAE GP affiliate as an officer
or trustee of AMIT.  On those matters, MAE GP granted to the AMIT trustees, in
their capacity as trustees of AMIT, proxies with regard to the Class B shares
instructing such trustees to vote said Class B shares in accordance with the
vote of the majority of the Class A shares voting to be determined without
consideration of the votes of "Excess Class A Shares" as defined in Section
6.13 of the Declaration of Trust of AMIT.


                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits:  

             Exhibit 27, Financial Data Schedule, is filed as an exhibit to
             this report.

         b)  Reports on Form 8-K:  

             None.

                                   SIGNATURES


      In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                              ANGELES PARTNERS VIII LIMITED PARTNERSHIP
      
                              By:   Angeles Realty Corporation
                                    General Partner



                              By:   /s/Carroll D. Vinson                       
                                    Carroll D. Vinson
                                    President





                              By:   /s/Robert D. Long, Jr.                    
                                    Robert D. Long, Jr.
                                    Vice President/CAO
                              


                              Date: August 12, 1996



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VIII 1996 Second Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000276779
<NAME> ANGELES PARTNERS VIII
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             165
<SECURITIES>                                         0
<RECEIVABLES>                                        5
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                          14,639
<DEPRECIATION>                                   9,463
<TOTAL-ASSETS>                                   6,002
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                         17,205
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                    (13,045)
<TOTAL-LIABILITY-AND-EQUITY>                     6,002
<SALES>                                              0
<TOTAL-REVENUES>                                 1,795
<CGS>                                                0
<TOTAL-COSTS>                                    2,292
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 889
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (497)
<EPS-PRIMARY>                                  (41.05)<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
        

</TABLE>


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