ANGELES PARTNERS VIII
10QSB, 2000-05-15
OPERATORS OF NONRESIDENTIAL BUILDINGS
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     FORM 10-QSB---QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                   For the quarterly period ended March 31, 2000


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


                For the transition period from _________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                               (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)

                                 (864) 239-1000

                           (Issuer's telephone number)

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 STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (in thousands)

                                 March 31, 2000

 Assets


   Cash and cash equivalents                                   $   194

   Receivables and deposits                                        198

   Prepaid assets                                                   46

   Investment property                                           4,750
                                                                 5,188
Liabilities

    Accounts payable                                                34
    Tenant security deposit liabilities                             29
    Accrued property taxes                                         338
    Other liabilities                                               44
    Due to affiliate                                                41
    Accrued interest ($2,846 in default)                         2,871
    Mortgage and notes payable ($1,721 in
     default)                                                    5,598
    Estimated costs during the period of
     liquidation                                                   370

                                                                 9,325

Net liabilities in liquidation                                 $(4,137)

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                              ANGELES PARTNERS VIII

        CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                                   (in thousands)

                        Three Months Ended March 31, 2000

Net liabilities in liquidation at December 31, 1999                 $ (4,116)

Changes in net liabilities in liquidation attributed to:

   Decrease in cash and cash equivalents                                 (32)
   Increase in receivables and deposits                                   63
   Increase in prepaid assets                                             46
   Increase in due to affiliate                                          (20)
   Increase in accounts payable                                           (6)
   Increase in tenant security deposit liabilities                        (4)
   Increase in accrued interest                                         (171)
   Increase in accrued property taxes                                    (54)
   Decrease in other liabilities                                          37
   Decrease in mortgage notes payable                                     20
   Decrease in estimated costs during the period of liquidation          100

Net liabilities in liquidation at March 31, 2000                    $ (4,137)


            See Accompanying Notes to Consolidated Financial Statements


b)

                              ANGELES PARTNERS VIII

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

                        Three Months Ended March 31, 1999

Revenues:
   Rental income                                          $    928
   Other income                                                 56
      Total revenues                                           984

Expenses:
   Operating                                                   404
   General and administrative                                   49
   Depreciation                                                170
   Interest                                                    477
   Property taxes                                              115

      Total expenses                                         1,215


Net loss                                                  $   (231)

Net loss allocated to general partner (1%)                $     (2)

Net loss allocated to limited partners (99%)                  (229)

                                                          $   (231)

Net loss per limited partnership unit                     $ (19.47)

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


c)
                              ANGELES PARTNERS VIII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)

                        Three Months Ended March 31, 1999

Cash flows from operating activities:

  Net loss                                                      $ (231)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation                                                     170
   Amortization of loan costs                                        14
   Change in accounts:
      Receivables and deposits                                     (133)
      Other assets                                                  (19)
      Accounts payable                                               12
      Tenant security deposit liabilities                             3
      Accrued property taxes                                        105
      Accrued interest                                              138
      Other liabilities                                               6
      Due to affiliates                                              35

       Net cash provided by operating activities                    100

Cash flows used in investing activities:

  Property improvements and replacements                            (61)

Cash flows used in financing activities:

  Payments on mortgage notes payable                                (76)

Net decrease in cash and cash equivalents                           (37)

Cash and cash equivalents at beginning of period                    317

Cash and cash equivalents at end of period                       $ 280

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 326

            See Accompanying Notes to Consolidated Financial Statements

d)

                              ANGELES PARTNERS VIII

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

As  of  September  30,  1999,   Angeles  Partners  VIII  (the  "Partnership"  or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
loss  of  its  remaining  investment  property.  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. No other sources of additional  financing
are available to the  Partnership and Angeles Realty  Corporation  ("ARC" or the
"General  Partner")  does not have any  other  plans  to  remedy  the  liquidity
problems the Partnership is currently experiencing.

The Partnership had an outstanding obligation due to an affiliate of the General
Partner (the  "Affiliate"),  for cumulative  unpaid  accountable  administrative
services.   This  liability  was  secured  by  the   Partnership's  99%  limited
partnership  interest in Brittany Point AP VIII L.P. ("Brittany LP"), the entity
that owned  Brittany  Point  Apartments.  During the third quarter of 1999,  the
Affiliate  exercised remedies with respect to this liability.  In such exercise,
effective  September 20, 1999,  the  Affiliate  acquired the  Partnership's  99%
limited partnership  interest in Brittany LP at a public sale in compliance with
the South Carolina Uniform Commercial Code.

The  Affiliate  has the power to remove the general  partner of Brittany  LP, an
entity in which the  Partnership  owns an interest.  While the Affiliate did not
effect such a removal during the three month period ended March 31, 2000,  there
can be no assurance that such general  partner will not be removed at some point
in the future,  thereby causing the loss of the Partnership's entire interest in
Brittany LP.

In addition,  the Partnership's  second mortgage to Angeles Mortgage  Investment
Trust ("AMIT") in the amount of approximately $1,350,000,  plus accrued interest
of approximately  $2,611,000,  which is secured by the  Partnership's  remaining
investment property,  Bercado Shores Apartments,  has been in default since 1993
due to nonpayment of interest and the maturity of the note in 1995.  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 was the sole shareholder of the General Partner.
On February 26, 1999,  IPT was merged into  Apartment  Investment and Management
Company ("AIMCO"),  a publicly traded real estate investment trust. As a result,
AIMCO is the current holder of the AMIT debt.  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.  AMIT has informed
the General Partner of its intention to exercise remedies with respect to all or
a portion of such  indebtedness at an indeterminate  point in the future.  While
such holder did not exercise  remedies during the three month period ended March
31, 2000,  there can be no  assurance  as to when the exercise of such  remedies
will  occur.  The  General  Partner  currently  believes  that  the  use  by the
Partnership  of its limited  resources to contest the exercise of such  remedies
would most likely be futile.  Accordingly,  when AMIT  commences the exercise of
such remedies,  the General Partner will execute settlement  documents to effect
the  exercise  of such  remedies  in a  manner  that is  cost  effective  to the
Partnership.

Due to the  loss  of  Brittany  LP and  the  imminent  loss  of  Bercado  Shores
Apartments  the General  Partner  decided in  September  1999 to  terminate  the
Partnership  upon the loss of  Bercado  Shores  Apartments.  As a result  of the
decision to liquidate  the  Partnership,  the  Partnership  changed its basis of
accounting for its consolidated  financial  statements at September 30, 1999, to
the liquidation  basis of accounting.  Consequently,  assets have been valued at
estimated net realizable  value and liabilities are presented at their estimated
settlement  amounts,  including estimated costs associated with carrying out the
liquidation.  The valuation of assets and liabilities  necessarily requires many
estimates and assumptions and there are  substantial  uncertainties  in carrying
out the  liquidation.  The  actual  realization  of  assets  and  settlement  of
liabilities  could be higher or lower than amounts  indicated  and is based upon
the General  Partner's  estimates as of the date of the  consolidated  financial
statements.

The  remaining  investment  property  of the  Partnership  was  adjusted  to its
estimated net realizable value.  Included in liabilities in the statement of net
liabilities in liquidation,  as of March 31, 2000, are approximately $370,000 of
costs that the General  Partner  estimates will be incurred during the period of
liquidation,  based on the  assumption  that  the  liquidation  process  will be
completed by December 31, 2000.  These costs  principally  include the estimated
net loss for Bercado  Shores and  interest and  administrative  expenses for the
Partnership.  Because the success in realization of assets and the settlement of
liabilities is based on the General  Partner's best  estimates,  the liquidation
period may be shorter than projected or it may be extended  beyond the projected
period.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial  Group,  Inc. and IPT merged into AIMCO,
with AIMCO being the surviving corporation (the "Insignia Merger"). As a result,
AIMCO  acquired  100%  ownership  interest in the General  Partner.  The General
Partner does not believe that this  transaction  has had or will have a material
effect on the affairs and operations of the Partnership.

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 (i) certain payments to affiliates of the
General Partner for services and (ii) reimbursement of certain expenses incurred
by affiliates on behalf of the Partnership.

The following  transactions  were paid or accrued to the General Partner and its
affiliates during the three months ended March 31, 2000 and 1999, respectively:

                                                              2000       1999
                                                              ----       ----
                                                              (in thousands)

   Property management fees (included in
     operating expenses in 1999)                              $ 19       $ 52
   Reimbursement for services of affiliates
     (included in general and administrative
      expenses in 1999)                                         21         36

During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
property for providing  property  management  services.  The Partnership paid to
such  affiliates  approximately  $19,000 and $52,000 for the three  months ended
March 31, 2000 and 1999, respectively.

Affiliates of the General Partner were entitled to reimbursements of accountable
administrative  expense  amounting to approximately  $21,000 and $36,000 for the
three months ended March 31, 2000 and 1999, respectively.

In June 1990, AMIT provided secondary financing on the Partnership's  investment
property,  Bercado  Shores  Apartments.  Total  indebtedness  was  approximately
$1,350,000  at March  31,  2000,  and is in  default  at March 31,  2000.  Total
interest  expense related to this debt was  approximately  $162,000 and $189,000
for the three  months  ended  March 31,  2000 and  1999,  respectively.  Accrued
interest related to this debt was approximately $2,611,000 at March 31, 2000. As
discussed  in "Note A - Basis of  Presentation",  AIMCO is now the holder of the
AMIT debt. The AMIT mortgage  secured by Bercado  Shores  Apartments has been in
default since 1993 due to nonpayment of interest and the maturity of the note in
1995. The Partnership  had an outstanding  obligation due to an affiliate of the
General   Partner  (the   "Affiliate"),   for  cumulative   unpaid   accountable
administrative  services.  This liability was secured by the  Partnership's  99%
limited  partnership  interest  in Brittany  LP, the entity that owned  Brittany
Point  Apartments.  During the third quarter of 1999,  the  Affiliate  exercised
remedies with respect to this liability.  In such exercise,  effective September
20, 1999,  the  Affiliate  acquired the  Partnership's  99% limited  partnership
interest in Brittany LP at a public sale in compliance  with the South  Carolina
Uniform Commercial Code.

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 was 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.  The
Partnership's note payable of approximately  $371,000,  plus accrued interest of
approximately  $235,000,  due to  AAP is in  default  due  to  non-payment  upon
maturity in November  1997.  AAP has filed suit  against  the  Partnership  as a
result of this  default.  A  judgment  has been  awarded  to AAP;  however,  the
Partnership  intends to contest the  validity of the judgment if AAP attempts to
enforce  it.  This  indebtedness,  which  is  included  in  notes  payable,  was
approximately  $371,000 at March 31,  2000 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 at March 31, 2000). Total interest expense for this loan was
approximately  $9,000 and $7,000 for the three  months  ended March 31, 2000 and
1999,  respectively.  Total  accrued  interest  for this loan was  approximately
$235,000 at March 31, 2000.

Note D - Segment Reporting

The  Partnership  has only one  reportable  segment.  Moreover,  due to the very
nature of the  Partnership's  operations,  the  General  Partner  believes  that
segment-based disclosures will not result in a more meaningful presentation than
the financial statements as currently presented.

Note E - 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 action  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  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  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  February  1999.  Pending  the ruling on such  demurrers,  settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the General  Partner  and its  affiliates
terminated the proposed  settlement.  Certain  plaintiffs have filed a motion to
disqualify  some of the plaintiffs'  counsel in the action.  The General Partner
does not anticipate that costs associated with this case 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 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  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
operations.  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.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy of the property for the three
months ended March 31, 2000 and 1999:

                                                Average Occupancy

      Property                                  2000          1999

      Bercado Shores Apartments                  96%          90%
         Mishawaka, Indiana

The  increase  in  occupancy  is  attributed  to a change in the types of leases
offered and the staggering of lease expirations so that leases do not all expire
at the same time.

Liquidity and Capital Resources

As of September  30, 1999,  the  Partnership  adopted the  liquidation  basis of
accounting due to the imminent loss of its remaining  investment  property.  The
Partnership  has  experienced  significant  recurring  operating  losses,  is in
default  on a  portion  of its  mortgage  notes  payable  and does not  generate
sufficient  cash  flow  to  meet  current  debt  service   requirements  on  its
subordinated debt. No other sources of additional financing are available to the
Partnership  and the General Partner does not have any other plans to remedy the
liquidity problems the Partnership is currently experiencing.

The Partnership had an outstanding obligation due to an affiliate of the General
Partner (the  "Affiliate"),  for cumulative  unpaid  accountable  administrative
services.   This  liability  was  secured  by  the   Partnership's  99%  limited
partnership  interest in Brittany Point AP VIII L.P. ("Brittany LP"), the entity
that owned  Brittany  Point  Apartments.  During the third quarter of 1999,  the
Affiliate  exercised remedies with respect to this liability.  In such exercise,
effective  September 20, 1999,  the  Affiliate  acquired the  Partnership's  99%
limited partnership  interest in Brittany LP at a public sale in compliance with
the South Carolina Uniform Commercial Code.

The  Affiliate  has the power to remove the general  partner of Brittany  LP, an
entity in which the  Partnership  owns an interest.  While the Affiliate did not
effect such a removal during the three months ended March 31, 2000, there can be
no assurance that such general  partner will not be removed at some point in the
future,  thereby  causing  the  loss of the  Partnership's  entire  interest  in
Brittany LP.

In  addition,  the  Partnership's  second  mortgage  to  AMIT in the  amount  of
approximately  $1,350,000,  plus accrued interest of  approximately  $2,611,000,
which is secured by the Partnership's  remaining  investment  property,  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.  Such holder has informed the
General  Partner of its intention to exercise  remedies with respect to all or a
portion of such indebtedness at an indeterminate point in the future. While such
holder did not exercise  remedies  during the three months ended March 31, 2000,
there can be no assurance as to when the exercise of such  remedies  will occur.
The General  Partner  currently  believes that the use by the Partnership of its
limited  resources to contest the exercise of such remedies would most likely be
futile.  Accordingly,  when such holder commences the exercise of such remedies,
the General Partner may execute  settlement  documents to effect the exercise of
such remedies in a manner that is cost effective to the Partnership.

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 IPT, which was the sole shareholder of the General Partner. On February 26,
1999, IPT was merged into AIMCO.  As a result AIMCO is the current holder of the
AMIT debt.

The Partnership's note payable of approximately  $371,000, plus accrued interest
of  approximately  $235,000,  due to AAP is in default due to  non-payment  upon
maturity in November  1997.  AAP has filed suit  against  the  Partnership  as a
result  of this  default.  A  judgement  has been  awarded  to AAP  however  the
Partnership  intends to contest the  validity of the judgment if AAP attempts to
enforce it.

Due to the  loss  of  Brittany  LP and  the  imminent  loss  of  Bercado  Shores
Apartments  the General  Partner  decided in  September  1999 to  terminate  the
Partnership  upon the loss of  Bercado  Shores  Apartments.  As a result  of the
decision to liquidate  the  Partnership,  the  Partnership  changed its basis of
accounting for its consolidated  financial  statements at September 30, 1999, to
the liquidation  basis of accounting.  Consequently,  assets have been valued at
estimated net realizable  value and liabilities are presented at their estimated
settlement  amounts,  including estimated costs associated with carrying out the
liquidation.  The valuation of assets and liabilities  necessarily requires many
estimates and assumptions and there are  substantial  uncertainties  in carrying
out the  liquidation.  The  actual  realization  of  assets  and  settlement  of
liabilities  could be higher or lower than amounts  indicated  and is based upon
the General  Partner's  estimates as of the date of the  consolidated  financial
statements.

For the three  months  ended  March 31,  2000,  the  Partnership  recorded a net
increase  in net  liabilities  in  liquidation  of  approximately  $21,000.  The
statement  of net  liabilities  in  liquidation  as of March 31,  2000  includes
approximately  $370,000  of costs that the  General  Partner  estimates  will be
incurred  during  the period of  liquidation  based on the  assumption  that the
liquidation  process will be complete by December 31, 2000.  These costs include
the  estimated  net loss for the year ended  December 31, 2000 for the remaining
property,  Bercado Shores. In addition, the costs also include anticipated legal
fees and  administrative  expenses for the year ended December 31, 2000. Because
the success in  realization of assets and the settlement of liabilities is based
on the General Partner's best estimates,  the liquidation  period may be shorter
than projected or it may be extended beyond the projected period.

The following is a general  description of the tax consequences  that may result
to a limited  partner of the  transfer  of the  Partnership's  property  and the
removal of the general  partner of Brittany  Point AP VIII,  L.P.  Each  limited
partner  should  consult with his or her own tax advisor to determine his or her
particular tax consequences.  The transfer of the limited partnership  interests
in Brittany Point AP VIII, L.P. in satisfaction of Partnership  debt resulted in
the taxable sale or exchange of the limited partnership  interests.  The removal
of the general  partner of Brittany Point AP VIII,  L.P. will result in a deemed
cash distribution to the general partner.  The taxable gain and income resulting
from the  transfer of the  Partnership  property  and the removal of the general
partner will pass  through to the limited  partners,  and will likely  result in
income tax liability to the limited  partners  without any  distribution of cash
from the Partnership.

There were no  distributions  paid for the three  months ended March 31, 2000 or
1999. Future cash  distributions will depend on the estimated levels of net cash
generated  from  the  liquidation  of the  Partnership.  However,  based  on the
Partnership's  liabilities  upon  liquidation,  it is  unlikely  that  any  such
distribution will be made.

                           PART II - OTHER INFORMATION

ITEM 1.     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 action  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  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  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 February 1999. Pending
the ruling on such demurrers,  settlement negotiations commenced. On November 2,
1999,  the parties  executed and filed a  Stipulation  of  Settlement,  settling
claims,  subject to final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  at which time the Court set a final
approval  hearing for December 10, 1999.  Prior to the December 10, 1999 hearing
the Court received various  objections to the settlement,  including a challenge
to the Court's preliminary  approval based upon the alleged lack of authority of
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
General Partner and its affiliates  terminated the proposed settlement.  Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs'  counsel in
the action.  The General Partner does not anticipate that costs  associated with
this case will be material to the Partnership's overall operations.

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 filed during the quarter ended March 31, 2000.


<PAGE>



                                   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
                                          Its General Partner

                                    By:   /s/Patrick J. Foye

                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long

                                          Martha L. Long
                                          Senior Vice President and
                                          Controller

                                    Date: May 15, 2000


<TABLE> <S> <C>


<ARTICLE>                         5
<LEGEND>

This schedule  contains  summary  financial  information  extracted from Angeles
Partners  VIII 2000 First  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>                     3-MOS
<FISCAL-YEAR-END>                 DEC-31-2000
<PERIOD-START>                    JAN-01-2000
<PERIOD-END>                      MAR-31-2000
<CASH>                                                194
<SECURITIES>                                            0
<RECEIVABLES>                                         198
<ALLOWANCES>                                            0
<INVENTORY>                                             0
<CURRENT-ASSETS>                                        0 <F1>
<PP&E>                                              4,750
<DEPRECIATION>                                          0
<TOTAL-ASSETS>                                      5,188
<CURRENT-LIABILITIES>                                   0 <F1>
<BONDS>                                             5,598
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                         (4,137)
<TOTAL-LIABILITY-AND-EQUITY>                            0
<SALES>                                                 0
<TOTAL-REVENUES>                                        0
<CGS>                                                   0
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                            0
<EPS-BASIC>                                          0.00 <F2>
<EPS-DILUTED>                                           0
<FN>

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>


</TABLE>


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