ANGELES PARTNERS VIII, 10KSB, 1999-03-29

ANGELES PARTNERS VIII
10KSB, 1999-03-29
OPERATORS OF NONRESIDENTIAL BUILDINGS

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FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [No Fee Required]

For the fiscal year ended December 31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]

For the transition period from to

Commission file number 0-9136

ANGELES PARTNERS VIII
(Name of small business issuer in its charter)

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

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest
(Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X].

State issuer's revenues for its most recent fiscal year: $3,945,000

State the aggregate market value of the partnership interests held by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. No market exists for the limited
partnership interests of the Registrant, and, therefore, no aggregate market
value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
NONE

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Angeles Partners VIII (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act on August 7, 1978. The general partner of the Partnership is Angeles Realty
Corporation (the "General Partner" or "ARC"), a California corporation, which
was a wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective
February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"),
which was an affiliate of Insignia Financial Group, Inc. ("Insignia").
Effective February 26, 1999, IPT was merged with and into Apartment Investment
and Management Company ("AIMCO"). Thus the General Partner became a wholly-
owned subsidiary of AIMCO. (See "Transfer of Control" below.) The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2035,
unless terminated prior to such date.

The offering of the Registrant's limited partnership units ("Units") commenced
on December 4, 1978, and terminated on September 13, 1979. The Registrant,
through its public offering of Units, sold 12,000 units aggregating $12,000,000.
Since its initial offering, the Registrant has not received, nor are limited
partners required to make, additional capital contributions. Funds obtained by
the Registrant during the public offering period, together with long-term
borrowings, were used to acquire two residential apartment properties prior to
October 31, 1979. By October 31, 1980, the Registrant had purchased three
additional residential apartment properties. The Registrant currently owns and
operates two residential apartment properties (See "Item 2. Description of
Properties" for a description of the Registrant's properties).

The General Partner of the Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors. Such
results may best be achieved by holding and operating the properties or through
property sales and/or exchanges, refinancings, debt restructurings or
relinquishment of the assets. The Partnership intends to evaluate each of its
holdings periodically to determine the most appropriate strategy for each of the
assets.

The Registrant has no employees. Management and administrative services are
provided by affiliates of the General Partner. The property manager is
responsible for the day-to-day operations of each property. The General Partner
has also selected an affiliate to provide real estate advisory and asset
management services to the Partnership. As advisor, this affiliate provides all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.

The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the Partnership's
properties. The number and quality of competitive properties, including those
which may be managed by an affiliate of the General Partner, in such market area
could have a material effect on the rental market for the apartments at the
Partnership's properties and the rents that may be charged for such apartments.
While the General Partner and its affiliates are a significant factor in the
United States in the apartment industry, competition for apartments is local.
In addition, various limited partnerships have been formed by the General
Partner and/or affiliates to engage in business which may be competitive with
the Partnership.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

Transfer of Control

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the sole shareholder of the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Partnership's investments in properties:

Date of
Property Purchase Type of Ownership Use

Bercado Shores 05/31/79 Fee ownership, Apartment - 234 units
Mishawaka, Indiana subject to a first
and second mortgage

Brittany Point (1) 12/31/79 Fee ownership, Apartment - 431 units
Huntsville, Alabama subject to a first
and second mortgage

(1) Property is held by a limited partnership in which the Partnership owns a
99% interest.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Partnership's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

Gross

Carrying Accumulated Useful Federal

Property Value Depreciation Life Method Tax Basis

(in thousands) (in thousands)

Bercado Shores $ 4,998 $ 3,713 5-25 yrs S/L $ 1,735

Brittany Point 10,607 7,419 5-25 yrs S/L 4,196

$15,605 $11,132 $ 5,931

See "Note B" of the consolidated financial statements included in "Item 7.
Financial Statements" for a further description of the Partnership's
depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Partnership and properties.

Principal Principal

Balance At Stated Balance

December 31, Interest Period Maturity Due at

Property 1998 Rate Amortized Date Maturity

(in thousands) (in thousands)

Bercado Shores

1st mortgage $ 3,970 (1) 30 yrs 06/2000 $ 3,919

2nd mortgage, 1,350 12.50% (2) 06/1995(3) 1,350

(in default)

Brittany Point

1st mortgage 9,402 7.875% 20 yrs 02/2001 8,873

2nd mortgage 1,570 12.50% (2) 12/2000 1,570

Partnership Debt

(in default) 371 (4) 11/1997(5) 371

Total $16,663 $16,083

(1) Based on the one-year Treasury Constant Maturities rate plus 3%; 8.25%,
average rate for the year ended December 31, 1998.

(2) Interest only payments.

(3) In March 1993, the Partnership defaulted on payments on the second trust
deed from Angeles Mortgage Investment Trust ("AMIT") on Bercado Shores.

(4) Based on the prime rate plus 0.75%; 9.25% average rate for the year ended
December 31, 1998.

(5) In November 1997, the Partnership defaulted on payments on its note
payable to Angeles Acceptance Pool, L.P.

See "Item 7. Financial Statements - Note D" for information with respect to the
Partnership's ability to prepay these loans and other specific loan terms.

SCHEDULE OF AVERAGE RENTAL RATES AND OCCUPANCY:

Average annual rental rates and occupancy for 1998 and 1997 for each property:

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

Bercado Shores $6,434/unit $6,316/unit 93% 92%

Brittany Point 6,048/unit 5,785/unit 92% 94%

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. Each
property is an apartment complex that leases units for terms of one year or
less. No tenant leases 10% or more of the available rental space. All of the
properties are in good physical condition, subject to normal depreciation and
deterioration as is typical for assets of this type and age.

SCHEDULE OF REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property were:

1998 1998

Billing Rate

(in thousands)

Bercado Shores $253 14.27%

Brittany Point 135 5.80%

CAPITAL IMPROVEMENTS:

Bercado Shores

During 1998, the Partnership completed approximately $86,000 of capital
improvements at the property, consisting primarily of appliance, heating unit
and water heater replacements. These improvements were funded from operating
cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $1,404,000 of capital improvements over the near term.
Capital improvements planned for 1999 have yet to be determined.

Brittany Point

During 1998, the Partnership completed approximately $253,000 of capital
improvements at the property, consisting primarily of carpet and vinyl
replacement, parking area and swimming pool repairs, siding improvements,
appliance and heating unit replacements, and other building repairs and
improvements. These improvements were funded from operating cash flow and
replacement reserves. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $301,000 of capital improvements over the near term.
Capital improvements planned for 1999 include, but are not limited to, carpet
and vinyl replacement, landscaping and parking lot upgrades, recreational
facility enhancements, roof replacement, and structural improvements. Such
improvements are expected to cost approximately $366,000.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner filed demurrers to the
amended complaint which were heard during February 1999. No ruling on such
demurrers has been received. The General Partner does not anticipate that costs
associated with this case, if any, will be material to the Partnership's overall
operations.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended December 31, 1998, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP EQUITY AND RELATED SECURITY HOLDER MATTERS

The Partnership, a publicly-held limited partnership, currently has 1,313
Limited Partners of record holding 11,759 Units. Affiliates of the General
Partner owned 24 Units or .204% at December 31, 1998. During 1998, 96 Limited
Partnership Units were abandoned by investors. In abandoning his or her
partnership units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. There is no intention to sell
additional Limited Partnership Units nor is there an established market for
these Units.

The Partnership has discontinued making cash distributions from operations until
and unless the financial condition of the Partnership and other relevant factors
warrant resumption of distributions. Consequently, there were no distributions
made by the Partnership during either of the years ended December 31, 1998 and
1997.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership's net loss for the year ended December 31, 1998 was
approximately $602,000 as compared to $631,000 for the year ended December 31,
1997. The decrease in net loss was due to an increase in total revenues
partially offset by an increase in total expenses. Total revenues increased
primarily due to an increase in rental income attributable to the increase in
average annual rental rates at both of the Partnership's properties and to the
increase in occupancy at Bercado Shores, which more than offset the decrease in
occupancy at Brittany Point. The increase in total expenses is due to increases
in operating, depreciation, and interest expenses, partially offset by a
decrease in property tax expense. The increase in operating expense is due to
increases in salaries and related expenses at both of the Partnership's
properties, and to an increase in tax service fees paid related to the
successful tax appeal on behalf of the Bercado Shores property. The increase
in depreciation expense is due to a full year of depreciation taken on assets
added in 1997. The increase in interest expense is due to increased default
interest charged on the second mortgage note secured by Bercado Shores (see
discussion of notes in default below). These decreases were partially offset
by a decrease in property tax expense resulting from successful tax appeals.

General and administrative expenses remained constant for the period. Included
in general and administrative expenses for the years ended December 31, 1998 and
1997 are reimbursements to the General Partner allowed under the Partnership
Agreement associated with its management of the Partnership. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.

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.

Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $317,000 as compared to approximately $328,000 at December 31,
1997. The decrease in cash and cash and cash equivalents is due to $339,000 of
cash used in investing activities and $286,000 of cash used in financing
activities, which was partially offset by $614,000 of cash provided by operating
activities (of which $507,000 represents accrued interest owed on notes
payable). Cash used in investing activities consisted of capital improvements
for both of the Partnership's properties. Cash used in financing activities
consisted of principal payments made on mortgages encumbering the Partnership's
properties. The Partnership invests its working capital reserves in money
market accounts.

The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT")
in the amount of $1,350,000 plus accrued interest, which is secured by Bercado
Shores Apartments, has been in default since 1993 due to nonpayment of interest
and the maturity of the note in 1995. This indebtedness is recourse to the
Partnership and the estimated fair value of this property is less than the total
of its first and second mortgages. This property remains subject to foreclosure
under the terms of the second mortgage agreement. Pursuant to a series of
transactions, affiliates of the General Partner acquired ownership interests in
AMIT. On September 17, 1998, AMIT was merged with and into Insignia Properties
Trust ("IPT"), which is the sole shareholder of the General Partner. As a
result, IPT became the holder of the AMIT debt. The Partnership had initiated
discussions to negotiate a work-out with IPT. IPT has indicated that it is
reviewing its options with respect to this second mortgage.

The Partnership's note payable of approximately $565,000, including accrued
interest of approximately $194,000, due to Angeles Acceptance Pool, L.P. ("AAP")
matured in November of 1997. The Partnership is currently in negotiations with
the lender and hopes to either extend this note or settle the liability at a
reduced amount.

There can be no assurance that these negotiations with the lenders will be
successful. If the Partnership is unable to successfully complete its
negotiations with either or both of the lenders, the Partnership will be
required to explore other alternatives, including the filing for protection
under Chapter 11 of the Federal Bankruptcy Code, or it is likely that the
Partnership's properties will be lost through foreclosure. No other sources of
additional financing are apparent and the General Partner currently has not
developed alternative plans to remedy the liquidity problems the Partnership is
currently experiencing.

The General Partner anticipates that Brittany Point will generate sufficient
cash flows for the next twelve months to meet its operating expenses, debt
service requirements and to fund capital expenditures. The General Partner
anticipates that Bercado Shores will generate sufficient cash flows for the next
twelve months to cover its operating expenditures, however it is not expected to
be able to completely fund desired capital expenditures or to pay its scheduled
debt service on its second mortgage to IPT. The Partnership's plan is to fund
these items to the extent of available cash flow. The Partnership will fund its
administrative expenses for the next twelve months by using cash on hand at
December 31, 1998, and cash flow generated during 1999.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

ITEM 7. FINANCIAL STATEMENTS

ANGELES PARTNERS VIII

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and
1997

Consolidated Statements of Changes in Partner's Deficit - Years ended
December 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and
1997

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Angeles Partners VIII

We have audited the accompanying consolidated balance sheet of Angeles Partners
VIII as of December 31, 1998, and the related consolidated statements of
operations, changes in partners' deficit and cash flows for each of the two
years in the period ended December 31, 1998. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Partners
VIII at December 31, 1998, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December 31, 1998,
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Angeles
Partners VIII will continue as a going concern. As more fully described in Note
A, the Partnership has incurred recurring operating losses, is in default on
certain indebtedness and does not generate sufficient cash flows to meet current
operating requirements, including debt service. These conditions raise
substantial doubt about the Partnership's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note A. The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
March 3, 1999

ANGELES PARTNERS VIII

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 317

Receivables and deposits 403

Other assets 119

Investment properties: (Notes D and G)

Land $ 543

Buildings and related personal property 15,062

15,605

Less accumulated depreciation (11,132) 4,473

$ 5,312

Liabilities and Partners' Deficit

Liabilities

Accounts payable $ 63

Tenant security deposit liabilities 75

Accrued property taxes 435

Accrued interest 2,517

Other liabilities 363

Notes payable, $1,721 in default 16,663

(Notes A, F, and G)

Partners' Deficit

General partner $ (182)

Limited partners (11,759 units

issued and outstanding) (14,622) (14,804)

$ 5,312

See Accompanying Notes to Consolidated Financial Statements

ANGELES PARTNERS VIII

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

Years Ended December 31,

1998 1997

Revenues:

Rental income $ 3,730 $ 3,651

Other income 215 206

Total revenues 3,945 3,857

Expenses:

Operating 1,518 1,470

General and administrative 149 145

Depreciation 697 672

Interest 1,894 1,846

Property taxes 289 355

Total expenses 4,547 4,488

Net loss $ (602) $ (631)

Net loss allocated to general partner (1%) $ (6) $ (6)

Net loss allocated to limited partners(99%) (596) (625)

$ (602) $ (631)

Net loss per limited partnership unit $(50.27) $(52.72)

See Accompanying Notes to Consolidated Financial Statements

ANGELES PARTNERS VIII

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)

Limited

Partnership General Limited

Units Partner Partners Total

Original capital contributions 12,000 $ 121 $ 12,000 $ 12,121

Partners deficit at

December 31, 1996 11,855 $ (170) $(13,401) $(13,571)

Net loss for the year ended

December 31, 1997 -- (6) (625) (631)

Partners' deficit at

December 31, 1997 11,855 (176) (14,026) (14,202)

Abandonment of limited

partnership units (Note H) (96) -- -- --

Net loss for the year ended

December 31, 1998 -- (6) (596) (602)

Partners' deficit at

December 31, 1998 11,759 $ (182) $(14,622) $(14,804)

See Accompanying Notes to Consolidated Financial Statements

ANGELES PARTNERS VIII

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net loss $ (602) $ (631)

Adjustments to reconcile net loss to net

cash provided by operating activities:

Depreciation 697 672

Amortization of loan costs 55 55

Change in accounts:

Receivables and deposits (272) 35

Other assets 12 (13)

Accounts payable 33 (33)

Tenant security deposit liabilities 3 10

Accrued property taxes 70 (45)

Accrued interest 507 525

Other liabilities 111 101

Net cash provided by operating activities 614 676

Cash flows from investing activities:

Property improvements and replacements (339) (311)

Net cash used in investing activities (339) (311)

Cash flows from financing activities:

Payments on mortgage notes payable (286) (230)

Net cash used in financing activities (286) (230)

Net (decrease) increase in cash and cash equivalents (11) 135

Cash and cash equivalents at beginning of year 328 193

Cash and cash equivalents at end of year $ 317 $ 328

Supplemental disclosure of cash flow information:

Cash paid for interest $ 1,331 $ 1,266

See Accompanying Notes to Consolidated Financial Statements

ANGELES PARTNERS VIII

Notes To Consolidated Financial Statements

December 31, 1998

NOTE A - GOING CONCERN

The accompanying financial statements have been prepared assuming Angeles
Partners VIII (the "Partnership") will continue as a going concern. The
Partnership has incurred recurring operating losses and continues to suffer from
inadequate liquidity. In addition, the Partnership is in default on a portion
of its mortgage notes payable and does not generate sufficient cash flows to
meet current debt-service requirements on its subordinated debt.

The Partnership incurred an operating loss of approximately $602,000 for the
year ended December 31, 1998, and Angeles Realty Corporation (the "General
Partner") expects this trend to continue. The Partnership realized net cash
from operations of $614,000; however, interest of approximately $507,000 was
accrued during the year ended December 31, 1998 on a note payable to an
affiliate and on the second mortgage securing one of the Partnership's
investment properties.

The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT")
in the amount of approximately $3,242,000, including accrued interest of
approximately $1,892,000, which is secured by Bercado Shores Apartments, has
been in default since 1993 due to nonpayment of interest and the maturity of the
note in 1995. This indebtedness is recourse to the Partnership and the
estimated fair value of this property is less than the total of its first and
second mortgages. This property remains subject to foreclosure under the terms
of the second mortgage agreement. Pursuant to a series of transactions,
affiliates of the General Partner acquired ownership interests in AMIT. On
September 17, 1998, AMIT was merged with and into Insignia Properties Trust
("IPT"), which is the sole shareholder of the General Partner. As a result, IPT
became the holder of the AMIT debt. The Partnership had initiated discussions
to negotiate a work-out with IPT. IPT has indicated that it is reviewing its
options with respect to this second mortgage.

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 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Angeles Partners VIII is a California limited partnership
organized on August 7, 1978, to operate residential and commercial real estate
properties. The Partnership's general partner is Angeles Realty Corporation
("ARC" or the "General Partner"), which was a wholly-owned subsidiary of MAE GP
Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which was an affiliate of Insignia Financial
Group, Inc. ("Insignia"). Effective February 26, 1999, IPT was merged with and
into Apartment Investment and Management Company ("AIMCO"). Thus the General
Partner became a wholly-owned subsidiary of AIMCO. The directors and officers of
the General Partner also serve as executive officers of AIMCO (See "Note C -
Transfer of Control" below). The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2035, unless terminated prior to
that date. As of December 31, 1998, the Partnership operates two residential
properties in Mishawaka, Indiana, and Huntsville, Alabama.

Allocations and Distributions to Partners: Net income and losses (excluding
those arising from the occurrence of sales or dispositions) of the Partnership
will be allocated 1% to the General Partner and 99% to the Limited Partners on
an annual basis.

In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership assets will be allocated first to the General Partner
to the extent of the amount of the Ten Percent Distribution (as defined in the
Partnership Agreement) to which the General Partner is entitled. Any gain
remaining after said allocation will be allocated to the General Partner and
Limited Partners in proportion to their interests in the Partnership.

Distributions of available cash, except as discussed below, are allocated among
the Limited Partners and General Partner in accordance with the Agreement of
Limited Partnership.

Upon the sale, other disposition or refinancing, of any asset of the Partnership
other than in connection with the dissolution of the Partnership, the net
proceeds thereof which the General Partner determines can reasonably be
distributed to the Partners and are not required for support of the operations
of the Partnership or for investment in additional real properties, if any, must
be distributed 1% to the General Partner and 99% to the Limited Partners until
such time as the Partners have received cumulative distributions from the
Partnership equal to the amount of their original capital contributions to the
Partnership plus a cumulative return of 12% per annum (simple interest) on the
Limited Partners' Adjusted Capital Investment, as defined in the Agreement.
Thereafter, 10% of such proceeds will be distributed to the General Partner and
the remaining 90% of such proceeds will be distributed 1% to the General Partner
and 99% to the Limited Partners.

Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in Brittany Point AP
VIII, L.P. and Brittany Point GP, L.P. The Partnership may remove the general
partner of Brittany Point AP VIII, L.P. and Brittany Point GP, L.P.; therefore,
these partnerships are controlled and consolidated by the Partnership. All
significant interpartnership balances have been eliminated.

Depreciation: Depreciation is computed on an accelerated method over estimated
useful lives of 10 to 25 years for buildings and improvements and 3 to 5 years
for furnishings and equipment until such time as the expense is exceeded by
depreciation as computed on the straight line method. Assets placed in service
after 1987 are depreciated over estimated useful lives of 10 to 15 years for
buildings and improvements and 5 to 7 years for furnishings and equipment using
the straight-line method. For Federal income tax purposes, the accelerated cost
recovery method is used (1) for real property over 18 years for additions after
March 15, 1984, and before May 9, 1985, and 19 years for additions after May 8,
1985, and before January 1, 1987, and (2) for personal property over 5 years for
additions prior to January 1, 1987. As a result of the Tax Reform Act of 1986,
for additions after December 31, 1986, the alternative depreciation system is
used for depreciation of (1) real property additions over 40 years, and (2)
personal property additions from 6-20 years.

Cash and Cash Equivalents: Includes cash on hand and in banks, certificates of
deposit and money market funds with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.

Fair Value of Financial Instruments: The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's first mortgages, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates its carrying balance. The General Partner believes that it is not
appropriate to use the Partnership's incremental borrowing rate for the second
mortgages and the note payable to AAP as there is currently no market in which
the Partnership could obtain similar financing. Therefore, the General Partner
considers estimation of fair value to be impracticable for this indebtedness.

Investment Properties: Investment properties, which consist of two apartment
complexes, are stated at cost. Acquisition fees are capitalized as a cost of
real estate. The Partnership records impairment losses on long-lived assets
used in operations when events and circumstances indicate that the assets might
be impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. No adjustments for
impairment of value were recorded for the years ended December 31, 1998 and
1997.

Loan Costs: Loan costs, included in other assets, total approximately $370,000,
and are being amortized on a straight-line basis over the lives of the related
loans. Accumulated amortization is approximately $266,000 and is also included
in other assets. Amortization is included in interest expense.

Advertising Costs: The Partnership expenses the costs of advertising as
incurred. Advertising expense included in operating expenses was approximately
$51,000 and $54,000 for the years ended December 31, 1998 and 1997,
respectively.

Leases: The Partnership generally leases apartment units for lease terms of
twelve months or less. The Partnership recognizes income as earned on leases.
The General Partner finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged against rental income as
incurred.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" ("Statement 131"), which is
effective for years beginning after December 15, 1997. Statement 131
established standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers
(See "Note I" for required disclosures).

Reclassifications: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE C - TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into Apartment Investment and
Management Company, a publicly traded real estate investment trust, with AIMCO
being the surviving corporation (the "Insignia Merger"). As a result, AIMCO
ultimately acquired a 100% ownership interest in IPT, the sole shareholder of
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.

NOTE D - NOTES PAYABLE

The principle terms of notes payable are as follows:

Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Bercado Shores
1st mortgage $ 3,970 $ 34(b) (a) 6/2000 $ 3,919
2nd mortgage, 1,350 -- 12.50% 6/1995(c) 1,350
(in default)

Brittany Point
1st mortgage 9,402 81(b) 7.875% 2/2001 8,873
2nd mortgage 1,570 -- 12.50% 12/2000 1,570

Partnership Debt
(in default) 371 -- (d) 11/1997(e) 371

Totals $16,663 $ 115 $16,083

(a) Based on the one-year Treasury Constant Maturities rate plus 3%; 8.25%,
average rate for the year ended December 31, 1998.

(b) Interest only payments.

(c) In March 1993, the Partnership defaulted on payments on the second trust
deed from AMIT on Bercado Shores (see "Note A").

(d) Based on the prime rate plus 0.75%; 9.25%, average rate for the year ended
December 31, 1998.

(e) In November 1997, the Partnership defaulted on payments on its note payable
to Angeles Acceptance Pool, L.P. (see "Note A").

The mortgage notes payable are secured by certain of the Partnership's
investment properties and by pledge of revenues from the respective investment
properties.

Scheduled principal payments of mortgage notes payable subsequent to December
31, 1998 are as follows (in thousands):

1999 $ 2,027

2000 5,740

2001 8,896

$16,663

NOTE E - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.

The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except unit data):

1998 1997

Net loss as reported $ (602) $ (631)

Add (deduct):

Depreciation differences 87 82

Unearned income 16 60

Other -- --

Accruals and prepaids 16 (23)

Federal taxable loss $ (483) $ (512)

Federal taxable loss

per limited partnership unit $(36.82) $(42.79)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net deficiency (in thousands):

Net deficiency as reported $(14,804)

Land and buildings 1,854

Accumulated depreciation (396)

Syndication and distribution costs 1,318

Other 117

Net deficiency - Federal tax basis $(11,911)

NOTE F - 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 as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were paid or
accrued to the General Partner and/or its affiliates during the years ended
December 31, 1998 and 1997, respectively:

1998 1997
(in thousands)

Property management fees, included in operating expenses $199 $194
Reimbursement for services of affiliates
(including approximately $13,000 and $15,000 of
reimbursement for construction oversight costs in
1998 and 1997, respectively) included in operating
and general administrative expenses and
investment properties 113 120

During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Partnership's properties for providing property management services. The
Partnership paid to such affiliates $199,000 and $194,000 for the years ended
December 31, 1998 and 1997, respectively.

Affiliates of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $113,000 and $120,000 for the
years ended December 31, 1998 and 1997, respectively.

For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 master policy. The agent assumed the financial
obligations to the affiliate of the General Partner, which received payment 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 was not significant.

In June 1990, AMIT provided secondary financing on the Partnership's investment
properties. Total indebtedness was approximately $2,920,000 at December 31,
1998, of which $1,350,000 was in default at December 31, 1998 (see "Note A").
Total interest expense related to this debt was approximately $709,000 and
$632,000 for the years ended December 31, 1998 and 1997, respectively. Accrued
interest related to this debt was approximately $2,231,000 at December 31, 1998.
As discussed in "Note A", IPT is now the holder of the AMIT debt.

In November 1992, 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"), which is wholly-
owned by IPT, 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 indebtedness, which is
included in notes payable, was approximately $371,000 at December 31, 1998 and
is in default due to non-payment upon maturity in November 1997 (see "Note A").
Interest is accruing monthly at prime plus 0.75% (9.25%, average rate for the
year ended December 31, 1998). Total interest expense for this loan was
approximately $35,000 for each of the years ended December 31, 1998 and 1997.
Total accrued interest for this loan was approximately $194,000 at December 31,
1998.

NOTE G - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Buildings Cost

and Related Capitalized

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Bercado Shores $ 5,320 $ 212 $ 4,048 $ 738

Brittany Point 10,972 331 7,932 2,344

Totals $16,292 $ 543 $11,980 $ 3,082

Gross Amount At Which Carried

At December 31, 1998

(in thousands)

Buildings

And

Personal Accumulated Date of Date Useful

Description Land Property Total Depreciation Construction Acquired Life

(in thousands)

Bercado Shores $ 212 $ 4,786 $ 4,998 $ 3,713 1974 05/31/79 5-25

Brittany Point 331 10,276 10,607 7,419 1977 12/31/79 5-25

Totals $ 543 $15,062 $15,605 $11,132

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $15,266 $14,955

Property improvements 339 311

Balance at end of year $15,605 $15,266

Accumulated Depreciation

Balance at beginning of year $10,435 $ 9,763

Current year expense 697 672

Balance at end of year $11,132 $10,435

The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1998 and 1997, was approximately $17,459,000 and $17,029,000,
respectively. The accumulated depreciation for Federal income tax purposes at
December 31, 1998 and 1997, was approximately $11,528,000 and $10,918,000,
respectively.

NOTE H - ABANDONED LIMITED PARTNERSHIP UNITS

In 1998, the number of Limited Partnership Units decreased by 96 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss for the year. The loss per limited partnership unit in the
accompanying consolidated statements of operations for the year ended December
31, 1998 is calculated based on the number of units outstanding at the beginning
of the year.

NOTE I - SEGMENT INFORMATION

Description of the types of products and services from which the reportable
segment derives its revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of two apartment complexes in Mishawaka, Indiana and
Huntsville, Alabama. The Partnership rents apartment units to people for terms
that are typically twelve months or less.

Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.

Segment information for the years 1998 and 1997 (in thousands) is shown in the
tables below. The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.

1998
Residential Other Totals
Rental income $ 3,730 $ -- $ 3,730
Other income 207 8 215
Interest expense 1,859 35 1,894
Depreciation 697 -- 697
General and administrative expense -- 149 149
Segment loss (426) (176) (602)
Total assets 5,114 198 5,312
Capital expenditures for investment
properties 339 -- 339

1997
Residential Other Totals
Rental income $ 3,651 $ -- $ 3,651
Other income 203 3 206
Interest expense 1,811 35 1,846
Depreciation 672 -- 672
General and administrative expense -- 145 145
Segment loss (454) (177) (631)
Total assets 5,374 102 5,476
Capital expenditures for investment
properties 311 -- 311

NOTE J - LEGAL PROCEEDINGS

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES

None.

PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Angeles Partners VIII (the "Registrant" or "Partnership") has no officers or
directors. Angeles Realty Corporation, Inc. (the "General Partner") manages and
controls the Partnership and has general responsibility and authority in all
matters affecting its business. The General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO").

The names of the directors and officers of the General Partner, their ages, and
the nature of all positions presently held by them are set forth below:

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council.
He received a B.A. from Fordham College and a J.D. from Fordham University Law
School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the General Partner since October 1, 1998.
Prior to that date, Mr. Garrick served as Vice President-Accounting Services of
Insignia Financial Group since June of 1997. From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting and from 1990 to 1992
as an Asset Manager for Insignia Financial Group. From 1984 to 1990, Mr.
Garrick served in various capacities with U.S. Shelter Corporation. From 1979
to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick
received his B.S. Degree from the University of South Carolina and is a
Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

The Registrant was not required to and did not pay any remuneration to officers
or directors of the General Partner during 1998 or 1997. However,
reimbursements and other payments have been made to the Partnership's General
Partner and its affiliates, as described in "Item 12" below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than five percent of the Limited Partnership Units of
the Registrant as of December 31, 1998.

Entity Number of Units Percentage

Insignia Properties LP ("IPLP") 24 .204%
55 Beattie Place
Greenville, SC 29601

IPLP is indirectly ultimately owned by AIMCO.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner. AIMCO and its affiliates
currently own 0.204% of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except for: Article 12.1 of the Agreement, which provides that
upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partner may be expelled from
the Partnership upon 90 days written notice. In the event that a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partners an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partners' interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between (i)
the balance of the General Partner's capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
would be entitled. Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No transactions have occurred between the Partnership and any officer or
director of the General Partner.

1998 1997
(in thousands)

Property management fees $199 $194
Reimbursement for services of affiliates
(including $13,000 and $15,000 of reimbursements
for construction oversight costs in 1998 and 1997,
respectively) 113 120

In June 1990, Angeles Mortgage Investment Trust ("AMIT") provided secondary
financing on the Partnership's investment properties. Total indebtedness was
approximately $2,920,000 at December 31, 1998, of which $1,350,000 was in
default at December 31, 1998 (see "Note A"). Total interest expense related to
this debt was approximately $709,000 and $632,000 for the years ended December
31, 1998 and 1997, respectively. Accrued interest related to this debt was
approximately $2,231,000 at December 31, 1998. AMIT merged into Insignia
Properties Trust ("IPT"), which was the sole shareholder of the General Partner,
in September 1998; therefore, IPT is now the holder of the AMIT debt.

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"), which is wholly-owned by IPT, 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
indebtedness, which is included in notes payable, was approximately $371,000 at
December 31, 1998 and is in default due to non-payment upon maturity in November
1997. Interest is accruing monthly at prime plus 0.75% (9.25%, average rate for
the year ended December 31, 1998). Total interest expense for this loan was
approximately $35,000 for each of the years ended December 31, 1998 and 1997.
Total accrued interest for this loan was approximately $194,000 at December 31,
1998.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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

See Exhibit Index contained herein for listing of exhibits.

(b) Reports on Form 8-K filed during the fourth quarter of 1998:

Current Report on Form 8-K dated as of October 1, 1998 and filed on October
16, 1998, disclosing change in control of Registrant from Insignia Financial
Group, Inc. to AIMCO.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
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/ Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting

Date: March 29, 1999

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/ Patrick J. Foye Executive Vice President Date: March 29, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 29, 1999
Timothy R. Garrick and Director

EXHIBIT INDEX

EXHIBIT

2.1 Agreement and Plan of Merger, dated as of October 1, 1998 by and
between AIMCO and IPT, incorporated by reference to Registrant's
Current Report on Form 8-K dated October 1, 1998.

3.1 Amended Certificate and Agreement of the Limited Partnership filed as
exhibit 3.1 in Form 10K dated October 31, 1979 and is incorporated
herein by reference.

10.1 Property Management Agreement between the Partnership and Angeles Real
Estate Management Company, filed as exhibit 10.1 in Form 10K dated
October 31, 1980 and is incorporated herein by reference.

10.2 First Trust Deed Mortgage - Bercado Shores, filed as an exhibit 10.8
in Form 10-K dated March 28, 1991 and is incorporated herein by
reference.

10.3 First Trust Deed Mortgage - Devonshire Apartments, filed as an exhibit
10.9 in Form 10-K dated March 28, 1991 and is incorporated herein by
reference.

10.4 Promissory Note Secured by Mortgage and Other Security - Breckenridge,
filed as an exhibit 10.10 in Form 10-K dated March 28, 1991 and is
incorporated herein by reference.

10.5 Promissory Note Secured by Mortgage and Other Security - Devonshire,
filed as an exhibit 10.11 in Form 10-K dated March 28, 1991 and is
incorporated herein by reference.

10.6 Promissory Note Secured by Mortgage and Other Security - Brittany
Point, filed as an exhibit 10.12 in Form 10-K dated March 28, 1991 and
is incorporated herein by reference.

10.7 Agreement to Purchase and Sale of Real Property between Angeles
Partners VIII and New Plan Realty Trust, dated January 29, 1992 which
was filed as exhibit I to the Trust's Form 8-K filed February 28, 1992
and is incorporated herein by reference.

10.8 Stock Purchase Agreement dated November 24, 1992 showing the purchase
of 100% of the outstanding stock of Angeles Realty Corporation by IAP
GP Corporation, a subsidiary of MAE GP Corporation, filed in Form 8-K
dated December 31, 1992, which is incorporated herein by reference.

10.9 Promissory Note Secured by Mortgage and Other Security dated January
18, 1996 - Brittany Point AP VIII, L.P.

10.10 Mortgage, Assignment of Rents and Security Agreement dated January 18,
1996 - Brittany Point AP VIII, L.P.

16 Letter from the Registrant's former accountant regarding its
concurrence with the statements made by the Registrant is incorporated
by reference to the exhibit filed with Form 8-K dated August 30, 1993.

27 Financial Data Schedule

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VIII 1998 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000276779
<NAME> ANGELES PARTNERS VIII
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 317
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,605
<DEPRECIATION> (11,132)
<TOTAL-ASSETS> 5,312
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 16,663
0
0
<COMMON> 0
<OTHER-SE> (14,804)
<TOTAL-LIABILITY-AND-EQUITY> 5,312
<SALES> 0
<TOTAL-REVENUES> 3,945
<CGS> 0
<TOTAL-COSTS> 4,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,894
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (602)
<EPS-PRIMARY> (50.27)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>