ANGELES PARTNERS VIII
10QSB, 1996-11-07
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 September 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)
                              September 30, 1996


Assets
  Cash:
     Unrestricted                                                  $    109
     Restricted--tenant security deposits                                61

  Accounts receivable                                                     6
  Escrows for taxes                                                     288
  Other assets                                                          239
  Investment properties:
     Land                                         $    543
     Buildings and related personal property        14,371
                                                    14,914
     Less accumulated depreciation                  (9,605)           5,309

                                                                   $  6,012
Liabilities and Partners' Deficit

Liabilities
  Accounts payable                                                 $     24
  Tenant security deposits                                               61
  Accrued taxes                                                         588
  Accrued interest                                                    1,269
  Other liabilities                                                     210
  Note payable to affiliate                                             371
  Mortgage notes payable                                             16,821

Partners' Deficit
  General partner                                 $   (168)
  Limited partners (11,985 units
    issued and outstanding)                        (13,164)         (13,332)

                                                                   $  6,012

          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         Nine Months Ended
                                        September 30,             September 30,
                                     1996           1995        1996         1995
<S>                              <C>             <C>         <C>          <C>
Revenues:
  Rental income                   $   884         $   892    $ 2,590       $ 2,661
  Other income                         40              56        129           164
  Tax recovery (Note D)                --             802         --           802
       Total revenues                 924           1,750      2,719         3,627
Expenses:
  Operating                           284             297        821           876
  General and administrative           43              32        123            87
  Maintenance                         153              89        343           266
  Depreciation                        170             150        466           443
  Interest                            440             459      1,329         1,394
  Property taxes                      121             116        421           348
       Total expenses               1,211           1,143      3,503         3,414

  Net income (loss)               $  (287)        $   607    $  (784)      $   213

Net income (loss) allocated
  to general partner              $    (3)        $     6    $    (8)      $     2
Net income (loss) allocated
  to limited partners                (284)            601       (776)          211
                                  $  (287)        $   607    $  (784)      $   213

Net income (loss) per limited
  partnership unit                $(23.70)        $ 50.18    $(64.75)      $ 17.63
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

c)                             ANGELES PARTNERS VIII

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                    (Unaudited)

                    For the Nine Months Ended September 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 nine months
  ended September 30, 1996              --            (8)         (776)      (784)

Partners' deficit at
  September 30, 1996                11,985        $ (168)     $(13,164)  $(13,332)
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</TABLE>


d)                             ANGELES PARTNERS VIII

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

                                                          Nine Months Ended
                                                             September 30,
                                                             1996     1995

Cash flows from operating activities:
    Net income (loss)                                     $  (784)  $  213
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
      Depreciation                                            466      443
      Amortization of loan costs                               38       46
      Loss on disposition of investment property               15       --

      Change in accounts:
         Restricted cash                                       (6)      --
         Accounts receivable                                    5       (2)
         Tax refund receivable                                 --     (224)
         Escrows for taxes                                   (226)    (115)
         Other assets                                          (7)      --
         Accounts payable                                     (16)     (81)
         Tenant security deposit liabilities                    7       (2)
         Accrued taxes                                        253     (374)
         Accrued interest                                     423      390
         Other liabilities                                     81      (51)

            Net cash provided by
                operating activities                          249      243

Cash flows from investing activities:
    Deposits to restricted escrows                           (404)    (196)
    Receipts from restricted escrows                          600       --
    Property improvements and replacements                   (888)    (116)

            Net cash used in investing activities            (692)    (312)

Cash flows from financing activities:
    Payments on mortgage notes payable                        (36)    (104)
    Repayment of mortgage notes payable                    (9,368)      --
    Proceeds from long-term borrowings                      9,800       --
    Loan costs paid                                          (174)      (5)

            Net cash provided by (used in)
              financing activities                            222     (109)

Net decrease in cash                                         (221)    (178)

Cash at beginning of period                                   330      422

Cash at end of period                                     $   109   $  244

Supplemental disclosure of cash flow information:
    Cash paid for interest                                $   868   $  958

          See Accompanying Notes to Consolidated Financial Statements


  e)                          ANGELES PARTNERS VIII

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

                                 September 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 approximately $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 approximately $4,101,000 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 three and nine month periods
  ended September 30, 1996, are not necessarily indicative of the results
  that may be expected for the year ending 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 approximately $135,000 and $140,000 were paid to
  affiliates of the General Partner for the nine months ended September 30,
  1996 and 1995, respectively.  These fees are included in operating
  expenses. Approximately $100,000 and $47,000 in reimbursements for services
  of affiliates of the General Partner were expensed by the Partnership for
  the nine months ended September 30, 1996 and 1995, respectively.  At
  September 30, 1996, approximately $85,000 of the 1996 reimbursements were 
  unpaid and are included in other liabilities.  Of the 1996 reimbursements 
  of $100,000, approximately $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 September 30,
  1996, and September 30, 1995, with monthly interest only payments at prime
  plus 0.75% (9.00% at September 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 approximately $25,000 and $27,000 at
  September 30, 1996 and 1995, respectively.  Interest of approximately
  $116,000 and $81,000 on this loan was accrued at September 30, 1996 and
  1995, respectively. AMIT currently provides secondary financing on the
  Partnership's investment properties.  Total indebtedness was approximately
  $2,920,000 at September 30, 1996, of which $1,350,000 was in default at
  September 30, 1996. Total interest expense related to this debt was
  approximately $400,000 and $363,000 at September 30, 1996, and September
  30, 1995, respectively. Accrued interest related to this debt was
  approximately $1,123,000 and $955,000 at September 30, 1996 and September
  30, 1995, respectively.

  NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)

  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., whose
  affiliates provide property management and certain partnership
  administration services to the Partnership, currently owns 87,700 Class A
  Shares of AMIT.  These Class A Shares entitle LAC to vote approximately 2%
  of the total shares.  The number of Class A Shares of AMIT owned by LAC
  increased from 63,200 shares on September 30, 1996, to 87,700 shares as of
  October 22, 1996.  The voting percentage also increased from 1.5% to 2%
  over the same time period.

  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 nine
months ended September 30, 1996 and 1995:

                                           Average Occupancy
                                            1996        1995
    Bercado Shores Apartments
        Mishawka, Indiana                    93%         95%
    Brittany Point Apartments
        Huntsville, Alabama                  87%         90%


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

The Partnership realized a net loss of $287,000 for the three months ended
September 30, 1996, and $784,000 for the nine months ended September 30, 1996,
compared to net income of $607,000 for the three months ended September 30,
1995, and $213,000 for the nine months ended September 30, 1995.  For the three
and nine months ended September 30, 1996, the increased net loss was due
primarily to the tax recovery recognized in 1995, as a result of the settlement
of the tax appeal for the 1990, 1991, and 1992 property taxes for Bercado Shores
as discussed in "Note D" in the Notes to Consolidated Financial Statements in
"Item 1".

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
reimbursements to the general partner and its affiliates.  Maintenance expense
increased due to overall increases in repairs at the properties in efforts to
increase the properties' curb appeal.  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 $109,000 at September 30, 1996,
compared to unrestricted cash of approximately $244,000 at September 30, 1995.
Net cash provided by operating activities increased for the nine months ended
September 30, 1996, primarily due to decreased interest payments on the Brittany
Point first mortgage, as discussed below, and due to the payment of prior years
accrued taxes in 1995, partially offset by the tax recovery income received in
1995 as discussed in "Note D" in the "Notes to Consolidated Financial
Statements" in "Item 1".  Net cash used in investing activities increased as a
result of increased capital expenditure activity largely due to an exterior
rehabilitation project at Brittany Point, including vinyl siding and roof
replacements.  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 nine 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
approximately $4,101,000 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 a
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.  The
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
September 30, 1996, and September 30, 1995, with monthly interest-only payments
at prime plus 0.75% (9.00% for September 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 approximately $25,000 and $27,000 at September 30, 1996 and 1995,
respectively. Interest of approximately $116,000 and $81,000 on this loan was
accrued at September 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., whose affiliates
provide property management and certain partnership administration services to
the Partnership, currently owns 87,700 Class A Shares of AMIT.  These Class A
Shares entitle LAC to vote approximately 2% of the total shares.  The number of
Class A Shares of AMIT owned by LAC increased from 63,200 shares on September
30, 1996, to 87,700 shares as of October 22, 1996.  The voting percentage also
increased from 1.5% to 2% over the same time period.

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: November 7, 1996




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VIII 1996 Third 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             109
<SECURITIES>                                         0
<RECEIVABLES>                                        6
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                          14,914
<DEPRECIATION>                                   9,605
<TOTAL-ASSETS>                                   6,012
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                         17,192
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                    (13,332)
<TOTAL-LIABILITY-AND-EQUITY>                     6,012
<SALES>                                              0
<TOTAL-REVENUES>                                 2,719
<CGS>                                                0
<TOTAL-COSTS>                                    3,503
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,329
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (784)
<EPS-PRIMARY>                                  (64.75)<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
        

</TABLE>


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