BALCOR EQUITY PROPERTIES LTD-VIII
8-K, 1998-02-06
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      Date of Report (date of earliest event reported)  January 15, 1998

                      BALCOR EQUITY PROPERTIES LTD.-VIII
         ------------------------------------------------------------
                           Exact Name of Registrant


Illinois                                0-9541
- --------------------------------------  -----------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3011615
- -------------------------------         -----------------------------
Address of principal                    I.R.S. Employer
executive offices                       Identification
                                        Number

60015
- --------------------------------
Zip Code


              Registrant's telephone number, including area code:
                                (847) 267-1600
<PAGE>
ITEM 5.  OTHER EVENTS
- ------------------------------------------------------------------------

Proposed class action

On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al.  (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96).  The complaint was amended on each of
October 18, 1996, December 5, 1997, and January 15, 1998.  The Partnership,
additional limited partnerships which were sponsored by The Balcor Company,
American Express Company, Lehman Brothers, Inc., Smith Barney, Inc. and various
other entities were originally the named defendants in the action.  The
December 5, 1997 and January 15, 1998 Amended Complaints, among other changes,
no longer name the Partnership as a defendant and all claims relating to the
Partnership have been eliminated from the Amended Complaint. 
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ----------------------------------------------------------------------

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

             None

     (C)  EXHIBITS:

             None

     No information is required under Items 1, 2, 3, 4, 6 and 8 and these items
have, therefore, been omitted.

Signature
- -------------

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


                    BALCOR EQUITY PROPERTIES LTD.-VIII

                         By:  BRI Partners-79, an Illinois
                                 general partnership, its general
                                 partner

                         By:  RGF-Balcor Associates, an Illinois
                                 general partnership, a partner

                         By:  The Balcor Company,
                                 a Delaware corporation,
                                 a partner

                         By:  /s/  Jerry M. Ogle
                                ------------------------------------
                                   Jerry M. Ogle, Managing Director 
                                   and General Counsel

Dated:  February 6, 1998
<PAGE>


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