DSI REALTY INCOME FUND VIII
10-K/A, 1997-05-14
LESSORS OF REAL PROPERTY, NEC
Previous: MAXIM INTEGRATED PRODUCTS INC, 10-Q, 1997-05-14
Next: HOMESTAKE MINING CO /DE/, 10-Q, 1997-05-14




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 2O549
                                    FORM 1O-K/A

(Mark One)
/ x /Annual  Report  Pursuant  to  Section  13 or 15 (d) of the  Securities  and
Exchange Act of 1934 [Fee Required] for the fiscal year ended December 31, 1995.
or /  /Transition  report  pursuant  to  section  13 or 15(d) of the  Securities
Exchange  Act  of  1934  [No  fee  required]  for  the  transition  period  from
____________ to ______________.

Commission File No. 2-90168.

DSI REALTY  INCOME FUND VIII, a California  Limited  Partnership
(Exact name of registrant as specified in governing instruments)

_________California___________________________33-0050204_____
(State of other jurisdiction of               (I.R.S. Employer
incorporation or organization                 identification
                                              number

         37O1 Long Beach Boulevard, Long Beach, California 9O8O7
         (Address of principal executive offices)     (Zip Code)

Registrants telephone number, including area code-(562)595-7711

Securities registered pursuant to Section 12(b) of the Act: none.

Securities registered pursuant to Section 12(g) of the Act:

                     Units of Limited Partnership Interests
                        (Class of Securities Registered)

Indicate  by check  mark,  whether  the  registrant  (l) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 9O days. Yes_X____. No______.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not 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-K or any amendment to this Form 10-K. /x/

The Registrant is a limited  partnership and there is no voting stock. All units
of  limited  partnership  sold  to  date  are  owned  by  non-affiliates  of the
registrant. All such units were sold at $5OO.OO per unit.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Item 8. Registrant's Financial Statements for its fiscal year ended December 31,
     1995, incorporated by reference to Form 10-K, Part II.

Item 11.  Registrant's  Financial  Statements for its fiscal year ended December
     31, 1995, incorporated by reference to Form 10-K, Part III.

Item 12.  Registration  Statement  on  Form  S-11,  previously  filed  with  the
     Securities and Exchange  Commission  pursuant to Securities Act of 1933, as
     amended, incorporated by reference to Form 10-K Part III.

Item 13.  Registrant's  Financial  Statements for its fiscal year ended December
     31, 1995, incorporated by reference to Form 10-K, Part III.

                                     PART I

Item l.  BUSINESS

     Registrant,   DSI  Realty  Income  Fund  VIII  (the   "Partnership")  is  a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to a Certificate  and Agreement of Limited  Partnership
(hereinafter referred to as "Agreement") dated November 28, 1983, as amended and
restated to November 1, 1985. The General  Partners are DSI Properties,  Inc., a
California  corporation,  Diversified  Investors Agency, a general  partnership,
whose current partners are Robert J. Conway and Joseph W. Conway,  brothers. The
General Partners are affiliates of Diversified Securities,  Inc., a wholly-owned
subsidiary of DSI Financial,  Inc. The General Partners provide similar services
to other partnerships. Through its public offering of Limited Partnership Units,
Registrant  sold  twenty-four  thousand  (24,000)  units of limited  partnership
interests aggregating Twelve Million Dollars ($12,000,000). The General Partners
have  retained  a  one  percent  (l%)  interest  in  all  profits,   losses  and
distributions  (subject  to  certain  conditions)  without  making  any  capital
contribution to the  Partnership.  The General Partners are not required to make
any  capital  contributions  to the  Partnership  in the future.  Registrant  is
engaged in the business of investing in and  operating  mini-storage  facilities
with the primary objectives of generating,  for its partners, cash flow, capital
appreciation of its properties,  and obtaining  federal income tax deductions so
that  during  the  early  years  of  operations,   all  or  a  portion  of  such
distributable  cash may not  represent  taxable  income to its  partners.  Funds
obtained by Registrant  during the public offering period of its units were used
to acquire five mini-storage facilities and a thirty percent (30%) interest in a
joint venture with DSI Realty Income Fund IX, an affiliated  California  limited
partnership, owning a sixth mini-storage facility. Registrant does not intend to
sell additional limited  partnership units. The term of the Partnership is fifty
years but it is  anticipated  that  Registrant  will sell and/or  refinance  its
properties  prior to the  termination  of the  Partnership.  The  Partnership is
intended to be  self-liquidating  and it is not intended  that proceeds from the
sale or refinancing of its operating  properties will be reinvested.  Registrant
has no  full  time  employees  but  shares  one or  more  employees  with  other
publicly-held  limited  partnerships  sponsored  by the  General  Partners.  The
General  Partners  are vested with  authority as to the general  management  and
supervision of the business and affairs of Registrant.  Limited Partners have no
right to  participate in the management or conduct of such business and affairs.
An  independent  management  company  has been  retained  to provide  day-to-day
management  services  with  respect  to  all  of  the  Partnership's  investment
properties.

     Average  occupancy levels for each of the  Partnership's six properties for
the years ended December 31, 1995 and December 31, 1994 were as follows:

Location of Property       Average Occupancy         Average Occupancy
                           Level for the              Level for the
                           Year Ended                 Year Ended
                           Dec. 31, 1995              Dec. 31, 1994

El Centro, CA                   82%                        73%

Lompoc, CA                      91%                        91%

Pittsburg, CA                   85%                        87%

Stockton, CA                    84%                        85%

Huntington Beach, CA            86%                        85%

Aurora, CO*                     89%                        83%
- ----------
*The Partnership owns a 30% fee interest in this facility.

     The  business in which the  Partnership  is engaged is highly  competitive.
Each of its  mini-storage  facilities  is located in or near a major urban area,
and  accordingly,   competes  with  a  significant  number  of  individuals  and
organizations  with respect to both the purchase and sale of its  properties and
rental of units. Generally,  Registrant's business is not affected by the change
in seasons.

<PAGE>

Item 2.  PROPERTIES

     Registrant owns a fee interest in five mini-storage facilities and a thirty
percent  (30%)  interest in a joint  venture with DSI Realty  Income Fund IX, an
affiliated California limited partnership, owning a sixth mini-storage facility,
none of which are subject to long-term  indebtedness.  Additional information is
set forth in Registrant's  letter to its Limited  Partners  regarding the Annual
Report,  attached hereto as Exhibit 2, and  incorporated by this reference.  The
following  table  sets forth  information  as of  December  31,  1995  regarding
properties owned by the Partnership.

Location          Size of     Net Rentable     No. of            Completion
                  Parcel      Area             Rental Units      Date

Stockton, CA      2.88 acres  48,017           560                2/11/85

Pittsburg, CA     1.91 acres  30,483           383                6/01/85

El Centro, CA     1.42 acres  24,818           276                4/01/85

Huntington
Beach, CA         3.28 acres  62,192           601                6/14/85

Lompoc, CA        2.24 acres  47,472           438                2/28/85

Aurora, CO*       4.6 acres   86,676           887                9/05/85
- ----------
*The Partnership has a 30% fee interest in this facility. DSI Realty Income Fund
IX, a California Limited Partnership, (an affiliated partnership) owns a 70% fee
interest in this facility.

Item 3.  LEGAL PROCEEDINGS

     Registrant is not a party to any material pending legal proceedings.

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

     None.

                                     PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS

     Registrant,  a  publicly-held  limited  partnership,  sold  24,000  limited
partnership  units during its offering and currently has 957 limited partners of
record.  There is no intention to sell additional limited  partnership units nor
is there a market for these units.

     Average  cash  distributions  of $11.25 per Limited  Partnership Unit were
declared and paid each quarter for the year ended  December 31, 1995 and $10.62
per quarter  for  the  year  ended  December 31, 1994.  It is the Registrant's
expectations that distributions will continue to be paid  in  the  future.

Item 6.  SELECTED FINANCIAL DATA
         FOR THE YEARS ENDED DECEMBER 31, 1995, 1994,  1993,  1992, AND 1991
         --------------------------------------------------------------------
                     1995        1994          1993          1992        1991
                     ----        ----          ----          ----        ----

REVENUES          $1,636,156   $1,604,279   $1,590,386   $1,527,667  $1,455,524

COSTS AND
EXPENSES           1,196,068    1,169,399    1,157,938    1,123,453   1,113,426

EQUITY IN
EARNINGS OF
REAL ESTATE
JOINT
VENTURE              116,421       93,634       89,210       62,063      49,287
                  ----------   ----------   ----------   ----------   ----------

NET
INCOME            $  556,509   $  528,514   $  521,658   $  466,277   $ 391,385
                  ==========   ==========   ==========   ==========   ==========

TOTAL
ASSETS            $5,245,858   $5,785,750   $6,270,148   $6,664,785  $7,056,887
                  ==========   ==========   ==========   ==========  ==========

NET CASH
PROVIDED
BY OPERATING
ACTIVITIES        $1,136,519   $  937,601   $1,060,688   $  976,982  $  814,471
                  ==========   ==========   ==========   ==========  ==========

CASH
DISTRIBUTIONS
PER $500
LIMITED
PARTNERSHIP
UNIT              $    45.00   $    42.50   $    40.00   $    35.00  $    35.00
                  ==========   ==========   ==========   ==========  ==========

NET INCOME
PER LIMITED
PARTNERSHIP
UNIT              $    22.96   $    21.80   $    21.52   $    19.23  $    16.14
                  ==========   ==========   ==========   ==========  ==========

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.

                              RESULTS OF OPERATIONS


1995 COMPARED TO 1994

     Total  revenues  increased  from  $1,604,279 in 1994 to $1,636,156 in 1995,
while total expenses increased from $1,169,399 to $1,196,068 and income from the
real estate joint venture increased from $93,634 to $116,421.  As a result,  net
income  increased from $528,514 in 1994 to $556,509 in 1995. The slight increase
in rental revenues is due to higher  occupancy  levels partially offset by lower
unit  rental  rates.   Average  occupancy  levels  for  the  Partnership's  five
mini-storage  facilities  increased  from 84.2% for the year ended  December 31,
1994,  to 85.6%  for the year  ended  December  31,  1995.   The approximate  
$11,000 (2.5%) increase in operating expenses was primarily due to an increase 
in  maintenance  and repair and office expenses partially offset by a decrease 
in yellow  page  advertising  costs.  General and administrative  expenses 
remained relatively  constant.  The General Partners' incentive  management fee 
increased  approximately  $6,000 (5.8%) as a result of an increase in cash  
available for  distribution  on which this fee is based.  The increase in 
income from the real estate joint venture was the result of higher  occupancy  
and unit  rental  rates.  Average  occupancy  of the joint venture was 89% in 
1995 compared to 83% in 1994.

1994 COMPARED TO 1993

     Total revenues increased from $1,590,386 in 1993 to $1,604,279 in 1994,
while total expenses increased from $1,157,938 to $1,169,399 and income from
the real estate joint venture increased from $89,210 to $93,634.  As a result,
net income increased from $521,658 in 1993 to $528,514 in 1994.  The  slight
increase in rental revenues is due to higher unit rental rates which are offset
to some extent by a slightly lower average occupancy level.  Average occupancy
levels for the Partnership's five mini-storage facilities decreased from 85.6%
for the year ended December 31, 1993, to 84.2% for the year ended December 31,
1994.  The  Partnership  continued to  increase  rental  rates  where  market
conditions  made  such increases feasible.  The Partnership is continuing its
marketing efforts to attract and keep new tenants in its various mini-storage
facilities.  Operating expenses remained stable.  The approximate $7,000 (4.6%)
increase in general and  administrative expenses can be  attributed primarily
to higher professional fees.  The General Partners' incentive management fee
increased  approximately $4,000 (4.0%) as a  result of an  increase in  cash
available for distribution on which this fee is based.  The increase in income
from the real estate joint venture was the result of higher unit rental rates
partially offset by a lower average occupancy percentage experienced by the
joint venture's mini-storage facility.  Average occupancy of the joint venture
was 83% in 1994 compared to 91% in 1993.



                         LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities decreased approximately $199,000
(21.2%) in 1995 compared to 1994, primarily due to the increase in net income
and a reduction in receivables.  Net cash provided by operating activities
decreased approximately $123,000 (11.6%) in 1994 compared to 1993.

     Cash used in financing  activities,  as set forth in the statements of cash
flows,  has been  limited to  distributions  paid to the  partners.  The General
Partners  determined  that  effective  with the third quarter 1994  distribution
which was paid on October 15, 1994,  distributions to the limited partners would
be  increased  to an  amount  which  yields  9%  annual  return  on the  capital
contributed  by the  limited  partners  from an annual  return of 8% paid in the
prior year.

     Cash used in investing  activities,  as set forth in the statements of cash
flows, has consisted  solely of acquisitions of equipment for the  Partnership's
mini storage properties. The Partnership has no material commitments for capital
expenditures.

     The  General  Partners  plan  to  continue  their  policy  of  funding  the
continuing  improvement  and  maintenance  of Partnership  properties  with cash
generated from operations.  The Partnership's  financial  resources appear to be
adequate to meet its needs for the next twelve months.

     The General  Partners  are not aware of any  environmental  problems  which
could  have a  material  adverse  effect  upon  the  financial  position  of the
Partnership.

<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Attached hereto as Exhibit l is the information required to be set forth as
Item 8, Part II hereof.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S
                  GENERAL PARTNER

     The General Partners of Registrant are the same as when the Partnership was
formed, i.e., DSI Properties,  Inc., a California  corporation,  and Diversified
Investors Agency. As of December 31, 1995,  Messrs.  Robert J. Conway and Joseph
W. Conway,  each of whom own approximately  41.63% of the issued and outstanding
capital stock of DSI Financial,  Inc., a California  corporation,  together with
Mr.  Joseph W. Stok,  currently  comprise  the entire  Board of Directors of DSI
Properties, Inc.

     Mr. Robert J. Conway is 62 years of age and is a licensed  California  real
estate  broker,  and since 1965 has been  President and a member of the Board of
Directors of  Diversified  Securities,  Inc.,  and since 1973  President,  Chief
Financial Officer and a member of the Board of Directors of DSI Properties, Inc.
Mr. Conway received a Bachelor of Science Degree from Marquette  University with
majors in Corporate Finance and Real Estate.

     Mr.  Joseph W.  Conway  is age 66 and has been  Executive  Vice  President,
Treasurer and a member of the Board of Directors of Diversified Securities, Inc.
since 1965 and since 1973 the Vice President,  Treasurer and member of the Board
of Directors of DSI  Properties,  Inc.  Mr.  Conway  received a Bachelor of Arts
Degree from Loras College with a major in Accounting.

     Mr.  Joseph  W.  Stok is age 72 and  has  been a  member  of the  Board  of
Directors of DSI  Properties,  Inc.  since 1994, a Vice President of Diversified
Securities,   Inc.  since  1973,  and  an  Account  Executive  with  Diversified
Securities, Inc. since 1967.

Item 11.  EXECUTIVE COMPENSATION (MANAGEMENT REMUNERATION AND
                  TRANSACTIONS)

     The  information  required  to be  furnished  in  Item  11 of  Part  III is
contained  in  Registrant's  Financial  Statements  for its  fiscal  year  ended
December 31, 1995,  which together with the report of its independent  auditors,
Deloitte & Touche LLP, is attached hereto as Exhibit 1 and  incorporated  herein
by this reference. In addition to such information:

     (a)  No annuity,  pension or retirement benefits are proposed to be paid by
          Registrant  to any of  the  General  Partners  or to  any  officer  or
          director of the corporate General Partner;

     (b)  No  standard or other  arrangement  exists by which  directors  of the
          Registrant are compensated;

     (c)  The  Registrant  has not  granted  any option to  purchase  any of its
          securities; and

     (d)  The Registrant has no plan, nor does the Registrant  presently propose
          a plan,  which  will  result  in any  remuneration  being  paid to any
          officer or director upon termination of employment.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

     As of  December  31,  1995,  no person of record  owned more than 5% of the
limited partnership units of Registrant,  nor was any person known by Registrant
to own of record and beneficially,  or beneficially  only, more than 5% thereof.
The balance of the  information  required to be furnished in Item 12 of Part III
is contained in  Registrant's  Registration  Statement on Form S-11,  previously
filed  pursuant  to the  Securities  Act of  1933,  as  amended,  and  which  is
incorporated  herein  by this  reference.  The only  change  to the  information
contained in said  Registration  Statement on Form S-11 is the fact that Messrs.
Benes and Blakley have retired and Messrs. Robert J. Conway and Joseph W. Conway
equity  interest in DSI Financial,  Inc.,  parent of DSI  Properties,  Inc., has
increased. Please see information contained in Item 10 hereinabove.

<PAGE>

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required  to be  furnished  in  Item  13 of  Part  III is
contained  in  Registrant's  Financial  Statements  for its  fiscal  year  ended
December 31, 1995,  attached hereto as Exhibit l and incorporated herein by this
reference.

                                     PART IV

Item 14  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

     (a)(l) Attached hereto and incorporated herein by this reference as Exhibit
          l are Registrant's  Financial Statements and Supplemental Schedule for
          its fiscal year ended December 31, 1995,  together with the reports of
          its independent  auditors,  Deloitte & Touche LLP.  See Index to 
          Financial Statements and Supplemental Schedule.

     (a)(2) Attached hereto and incorporated herein by this reference as Exhibit
          2 is Registrant's  letter to its Limited Partners regarding its Annual
          Report for its fiscal year ended December 31, 1995.

     (b)  No reports on Form 8K were filed during the fiscal year ended December
          31, 1995.

                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

DSI REALTY INCOME FUND VIII
by:  DSI Properties, Inc., a
California corporation, as
General Partner



By_____________________________     Dated:  March 28, 1996
  ROBERT J. CONWAY, President
  (Chief Executive Officer, Chief
  Financial Officer, and Director)



By____________________________      Dated:  March 28, 1996
  JOSEPH W. CONWAY (Executive
  Vice President and Director)

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the date indicated.

DSI REALTY INCOME FUND VIII
by:  DSI Properties, Inc., a
California corporation, as
General Partner



By:__________________________               Dated:  March 28, 1996
  ROBERT J. CONWAY, President,
  Chief Executive Officer, Chief
  Financial Officer, and Director



By___________________________               Dated:  March 28, 1996
  JOSEPH W. CONWAY
  (Executive Vice President
  and Director)
<PAGE>

                           DSI REALTY INCOME FUND VIII

                              CROSS REFERENCE SHEET

                        FORM 1O-K ITEMS TO ANNUAL REPORT


PART I, Item 3. There are no legal proceedings pending or threatened.

PART I, Item 4.  Not applicable.

PART II, Item 5.  Not applicable.

PART II, Item 6. The information required is contained in Registrant's Financial
Statements for its fiscal year ended December 31, 1995, attached as Exhibit l to
Form 10-K.

PART II, Item 8. See Exhibit l to Form 10-K filed herewith.

PART II, Item 9.  Not applicable.

<PAGE>

                                    EXHIBIT l
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

SELECTED FINANCIAL DATA
FIVE YEARS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------

                         1995        1994        1993        1992        1991

REVENUES             $1,636,156  $1,604,279  $1,590,386  $1,527,667  $1,455,524

COSTS AND EXPENSES    1,196,068   1,169,399   1,157,938   1,123,453   1,113,426

EQUITY IN EARNINGS
 OF REAL ESTATE
 JOINT VENTURE          116,421      93,634      89,210      62,063      49,287
                     ----------  ----------  ----------  ----------  ----------
NET INCOME           $  556,509  $  528,514  $  521,658  $  466,277  $  391,385
                     ==========  ==========  ==========  ==========  ==========
TOTAL ASSETS         $5,245,858  $5,785,750  $6,270,148  $6,664,785  $7,056,887
                     ==========  ==========  ==========  ==========  ==========
NET CASH PROVIDED BY
OPERATING ACTIVITIE  $1,136,519  $  937,601  $1,060,688  $  976,982  $  814,471
                     ==========  ==========  ==========  ==========  ==========
CASH DISTRIBUTIONS
PER $500 LIMITED
PARTNERSHIP UNIT     $    45.00  $    42.50  $    40.00  $    35.00  $    35.00
                     ==========  ==========  ==========  ==========  ==========
NET INCOME PER
LIMITED
PARTNERSHIP UNIT     $    22.96  $    21.80  $    21.52  $    19.23  $    16.14
                     ==========  ==========  ==========  ==========  ==========

The following are reconciliations between the operating results and partners'
equity per the financial statements and the Partnership's income tax return
for the year ended December 31, 1995.


                                                      Operating        Partners'
                                                        Results         Equity

Per financial statements                             $   556,509    $ 4,635,650
Excess tax depreciation                                  144,635        924,452
Excess tax return income
  from real estate joint venture                          13,459        143,545
Accrued incentive management fees                                       266,768
Capitalization of property
  acquisition costs                                                      80,713
Fixed asset adjustments                                                   2,080
Recognition of deferred
  rental revenues                                         (6,000)        41,918
Accrued distributions to partners                                       272,728
                                                     -----------    -----------
Per Partnership income tax return                    $   708,603    $ 6,367,854
                                                     ===========    ===========
Net taxable income per $500 limited
partnership unit                                     $     29.53
                                                     ===========
<PAGE>

DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)


INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

                                                                            Page

FINANCIAL STATEMENTS:

    Independent Auditors' Report                                             F-1

    Balance Sheets at December 31, 1995 and 1994                             F-2

    Statements of Income for the Three
        Years Ended December 31, 1995                                        F-3

    Statements of Changes in Partners' Equity for
        the Three Years Ended December 31, 1995                              F-4

    Statements of Cash Flows for the Three Years
        Ended December 31, 1995                                              F-5

    Notes to Financial Statements                                            F-6


SUPPLEMENTAL SCHEDULE:

    Independent Auditors' Report                                             F-9

    Schedule XI - Real Estate and Accumulated Depreciation                  F-10


SCHEDULES OMITTED:

Financial  statements and schedules not listed above are omitted  because of the
     absence  of  conditions  under  which  they are  required  or  because  the
     information is included in the financial  statements named above, or in the
     notes thereto.

<PAGE>

INDEPENDENT AUDITORS' REPORT
To the Partners of
DSI Realty Income Fund VIII:

We have audited the accompanying balance sheets of DSI Realty Income Fund VIII,
a California Real Estate Limited  Partnership (the  "Partnership")  as of 
December 31, 1995 and 1994,  and the related  statements of income, changes in 
partners' equity,  and cash flows for each of the three years in the period 
ended December 31, 1995. 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
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,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of DSI Realty Income Fund VIII at December 
31, 1995 and 1994,  and the results of its operations and its cash flows for 
each of the three  years in the  period  ended  December  31,  1995 in  
conformity  with generally accepted accounting principles.


January 31, 1996

DELOITTE & TOUCHE
LONG BEACH, CALIFORNIA


<PAGE>
DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------


ASSETS                                                  1995             1994

CASH AND CASH EQUIVALENTS                           $   445,657         424,960

PROPERTY, At cost (net of accumulated
depreciation of $5,061,631 in 1995
and $4,582,064 in 1994)
(Notes 1, 2 and 3)                                    4,318,209       4,772,863

INVESTMENT IN REAL ESTATE
JOINT VENTURE
(Notes 1,2, and 6)                                      417,666         466,245

RECEIVABLE FROM GENERAL
  PARTNERS (Note 4)                                                     100,000

OTHER ASSETS                                             64,326          21,682
                                                    -----------     -----------
TOTAL                                               $ 5,245,858     $ 5,785,750
                                                    ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
Distribution due to partners                        $   272,727     $   272,727
Incentive management fee payable to
general partners (Note 4)                               279,255         272,715
Property management fees payable (Note 1)                 6,308           7,380
Customer deposits and other liabilities                  51,918          62,878
                                                    -----------      -----------
Total liabilities                                       610,208         615,700
                                                    -----------      -----------
PARTNERS' EQUITY (Notes 1 and 4):
General partners                                        (61,424)        (56,080)
Limited partners (24,000 limited
partnership units outstanding
at December 31, 1995 and 1994)                        4,697,074       5,226,130
                                                   ------------      -----------
Total partners' equity                                4,635,650       5,170,050
                                                   ------------      -----------
TOTAL                                               $ 5,245,858      $5,785,750
                                                   ============      ===========

See accompanying notes to financial statements.

<PAGE>

DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

STATEMENTS OF INCOME
THREE YEARS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------


                                               1995         1994         1993

REVENUES:
Rental revenues                             $1,619,839   $1,592,249   $1,583,788
Interest income                                 16,317       12,030        6,598
                                            ----------   ----------   ----------
Total revenues                               1,636,156    1,604,279    1,590,386
                                            ----------   ----------   ----------
EXPENSES:
 Depreciation (Note 2)                         479,566      469,134      469,134
 Operating expenses (Note 1)                   450,010      438,840      438,704
 General and administrative                    157,203      158,088      150,766
 General partners' incentive
  management fee (Note 4)                      109,289      103,337       99,334
                                            ----------   ----------   ----------
Total expenses                               1,196,068    1,169,399    1,157,938
                                            ----------   ----------   ----------

INCOME BEFORE EQUITY IN 
INCOME OF REAL ESTATE 
JOINT VENTURE                                  440,088      434,880      432,448

EQUITY IN INCOME OF
REAL ESTATE JOINT
VENTURE (Notes 1,2 and 6)                      116,421       93,634       89,210
                                            __________   __________   _________ 

NET INCOME                                  $  556,509   $  528,514   $  521,658
                                            ==========   ==========   ==========
AGGREGATE NET INCOME ALLOCATED
TO (Note 4):
Limited partners                            $  550,944   $  523,229   $  516,441
General partners                                 5,565        5,285        5,217
                                            ----------   ----------   ----------
TOTAL                                       $  556,509   $  528,514   $  521,658
                                            ==========   ==========   ==========
NET INCOME PER LIMITED PARTNERSHIP
UNIT (Notes 2 and 4)                        $    22.96   $    21.80   $    21.52
                                            ==========   ==========   ==========

See accompanying notes to financial statements.


<PAGE>

DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------


                                         General       Limited
                                        Partners       Partners         Total

BALANCE AT JANUARY 1, 1993             ($46,582)    $ 6,166,460     $ 6,119,878

Net Income                                5,217         517,441         521,658
Distributions (Note 4)                   (9,697)       (960,000)       (969,697)
                                        -------      ----------      ----------

BALANCE AT JANUARY 1, 1994              (51,062)      5,722,901       5,671,839

 Net income                               5,285         523,229         528,514
 Distributions                          (10,303)     (1,020,000)     (1,030,303)
                                        -------      ----------      -----------
BALANCE AT DECEMBER 31, 1994            (56,080)      5,226,130       5,170,050

 Net income                               5,565         550,944         556,509
 Distributions                          (10,909)     (1,080,000)     (1,090,909)
                                        -------     -----------     -----------
BALANCE AT DECEMBER 31, 1995           ($61,424)    $ 4,697,074     $ 4,635,650
                                        =======     ===========     ===========
                                       

See accompanying notes to financial statements.

<PAGE>

DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------


                                            1995          1994          1993

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers            $ 1,619,839   $ 1,592,249   $ 1,583,789
Cash paid to suppliers and employees       (664,637)     (811,644)     (665,706)
Cash received from real 
  estate joint venture                      165,000       144,966       136,007
Interest received                            16,317        12,030         6,598
                                        -----------   -----------   -----------
  Net cash provided by operating
  activities                              1,136,519       937,601     1,060,688

CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners                (1,090,909)   (1,000,000)     (939,394)

CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property                        (24,913)       (5,510)       (4,347)
                                        -----------   -----------   ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                             20,697       (67,909)      116,947

CASH AND CASH EQUIVALENTS,
AT BEGINNING OF YEAR                        424,960       492,869       375,922
                                        -----------    -----------  ------------
CASH AND CASH EQUIVALENTS,
AT END OF YEAR                          $   445,657   $   424,960   $   492,869
                                        ===========   ===========   ============
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income                              $   556,509   $   528,514   $   521,658
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation                                479,566       469,134       469,134
Equity in earnings of real
estate joint venture                       (116,421)      (93,634)      (89,210)
Distributions from real
estate joint venture                        165,000       144,964       136,007
Changes in assets and liabilities:
 Receivable from general partners           100,000      (100,000)
 Other assets                               (42,643)        1,535
 Incentive management fee payable to
  general partners                            6,540       (19,727)       17,624
 Property management fees payable            (1,072)         (146)        1,501
 Customer deposits and other
  liabilities                               (10,960)        6,961         3,974
                                         -----------   -----------  -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES                              $ 1,136,519    $   937,601  $ 1,060,688
                                        ===========    ===========  ===========

See accompanying notes to financial statements.

<PAGE>

DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
THREE YEARS ENDED DECEMBER 31, 1995


1.   GENERAL

     DSI Realty  Income Fund VIII, a California Real Estate Limited Partnership
     (the  "Partnership"),  has two general partners (DSI  Properties,  Inc. and
     Diversified  Investors  Agency) and limited  partners owning 24,000 limited
     partnership  units,  which  were  purchased  for $500 a unit.  The  general
     partners have made no capital  contribution  to the Partnership and are not
     required to make any capital  contribution  in the future.  The Partnership
     has a maximum  life of 50 years and was formed on April 23, 1984 under the
     California  Uniform  Limited  Partnership  Act for the  primary  purpose of
     acquiring and operating real estate.

     The  Partnership has acquired five  mini-storage facilities located in 
     Stockton, Pittsburgh, El Centro, Huntington Beach, and Lompoc, California.
     The Partnership has also entered into a joint venture with DSI Realty 
     Income Fund IX through which the Partnership has a 30% interest in a mini-
     storage facility in Aurora, Colorado (see Note 6).

     All facilities were acquired from Dahn Corporation ("Dahn").  Dahn is
     not affiliated with the Partnership.  Dahn is affiliated with other
     partnerships in which DSI Properties, Inc. is a general partner.  The mini-
     storage facilities are operated for the Partnership by Dahn under various
     agreements that are subject to renewal annually.  Under the terms of the
     agreements, the Partnership is required to pay Dahn a property management
     fee equal to 5% of gross revenue from operations, as defined.
  

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash  Equivalents  - The  Partnership  classifies  its  short-term
     investments  purchased with an original maturity of three months or less as
     cash equivalents.

     Property and  Depreciation  - Property is recorded at cost and is comprised
     primarily of  mini-storage  facilities.  Depreciation is provided for using
     the straight-line  method over an estimated useful life of 15 years.  

     Income  Taxes  - No  provision  has  been  made  for  income  taxes  in the
     accompanying  financial  statements.  The  taxable  income  or  loss of the
     Partnership  is allocated to each partner in  accordance  with the terms of
     the Agreement of Limited  Partnership.  Each partner's tax status, in turn,
     determines  the  appropriate  income  tax for its  allocated  share  of the
     Partnership taxable income or loss.

     Investment in Real Estate Joint Venture - The Partnership accounts for its
     30% interest in the Aurora, Colorado facility using the equity method of
     accounting (see Note 6).

     Net  Income  per  Limited   Partnership  Unit  -  Net  income  per  limited
     partnership  unit is  computed  by  dividing  net income  allocated  to the
     limited  partners by the  weighted  average  number of limited  partnership
     units outstanding during each year (24,000 in 1995, 1994 and 1993).

     Estimates - The  preparation  of financial  statements in  conformity  with
     generally accepted  accounting  principles requires the Partnership's 
     management to make estimates and  assumptions  that affect the reported 
     amounts of assets and liabilities at the date of the  financial  statements
     and the  reported  amounts of  revenues  and expenses  during the reporting
     period.  Actual  results could differ from those estimates.


3.   PROPERTY

     As of  December 31, 1995  and  1994, the  total  cost  of  property  and 
     accumulated  depreciation  are  as  follows:

                                                  1995                1994
       Land                                   $ 2,305,310        $ 2,305,310
       Buildings and improvements               7,074,530          7,049,617
                                              -----------        -----------

       Total                                    9,379,840          9,354,927
       Less accumulated depreciation           (5,061,631)        (4,582,064)
                                              -----------         ----------

       Property, net                          $ 4,318,209        $ 4,772,863 
                                              ===========        ===========



4.   ALLOCATION OF PROFITS AND LOSSES

     Under the Agreement of Limited Partnership,  the general partners are to be
     allocated 1% of the net profits or losses from  operations  and the limited
     partners are to be allocated  the balance of the net profits or losses from
     operations  in  proportion  to their  limited  partnership  interests.  The
     general  partners  are also  entitled to receive a  percentage,  based on a
     predetermined  formula,  of any  cash  distribution  from the  sale,  other
     disposition, or refinancing of a real estate project.

     In addition, the general partners are entitled to receive an incentive 
     management  fee for supervising the operations of the Partnership. The fee 
     is to be paid in an amount equal to 9% per annum of the cash available for 
     distribution, as defined.  Payment of incentive management fees earned
     by the general partners during the years 1986 through 1988 is subordinated
     to the limited partners' receipt of an annual cumulative, noncompounded
     return equal to 9.1% of their capital contributions.  Incentive management
     fee payable to general partners at December 31, 1995 and 1994 is $279,255
     and $272,725, respectively.

     In December 1994, subordinated incentive management fees in the amount of
     $100,000 were distributed to the general partners in error.  The amount,
     which reflected as receivable from general partners in the 1994 financial
     satements, was repaid in full on February 27, 1995, with interest at a
     rate of approximately 5%.

5.   OTHER ASSETS

     In September 1995, the Huntington Beach mini-storage facility was damaged
     by fire.  Only 30 of the 601 units were effected.  A claim for $43,600 has
     been filed with the facility's insurance company and is included in other
     assets at December 31, 1995.  It is anticipated that 100% of the
     reconstruction costs, less the deductible, will be reimbursed.

<PAGE>

6.  INVESTMENT IN REAL ESTATE JOINT VENTURE

    The Partnership is involved in a joint venture (the Buckley Road facility)
    which owns a mini-storage facility in Aurora, Colorado.  Under the terms of
    the joint venture agreement, the Partnership is entitled to 30% of the 
    profits and losses of the venture and owns 30% of the mini-storage as a
    tenant in common with DSI Realty Income Fund IX ("Fund IX"), which has the
    remaining 70% interest in the venture.  The agreement specifies that DSI
    Properties, Inc. (a general partner in both the Partnership and Fund IX)
    shall make all decisions relating to the acitivities of the joint venture
    and the management of the property.  Sumarized financial information of
    the Buckley Road facility is as follows:

                                               1995               1994
ASSETS:
 Cash                                       $    15,199       $     9,673

 Property:
  Land                                          586,500           586,500
  Building                                    2,565,446         2,561,859
                                              ---------        ----------
  Total                                       3,151,946         3,148,359
  Less accumulated depreciation              (1,752,566)       (1,582,962)
                                              ---------        ----------
  Property - net                              1,399,380         1,565,397
                                              ---------        ----------
 Other assets                                     8,995             8,995
                                              ---------        ----------
TOTAL                                       $ 1,423,574       $ 1,584,065
                                            ===========       ===========

LIABILITIES AND PARTNERS' EQUITY
 Liabilities                                     28,124            26,685
 Partner's equity                             1,395,450         1,557,380
                                            -----------       -----------
TOTAL                                       $ 1,423,574       $ 1,584,065
                                            ===========       ===========

                                1995            1994             1993

INCOME STATEMENT DATA:
 Rental revenues              $707,333        $640,098         $633,691
 Less operating expenses       319,264         327,985          336,771
                              --------        --------         --------
 Net income                   $388,069        $312,113         $296,920
                              ========        ========         ========
                              
     Property is stated at cost; depreciation is provided for using the
     straight-line method over the estimated useful life of 15 years.

<PAGE>

INDEPENDENT AUDITORS' REPORT
To the Partners of
DSI Realty Income Fund VIII:

We have audited the financial statements of DSI Realty Income Fund VIII (the
"Partnership") as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, and have issued our report thereon
dated January 31, 1996; such report is included elsewhere in this Form 10-K.
Our audits also included the financial statement schedule is the responsibilit
of the Partnership's management.  Our responsibility is to express an opinion
based on our audits.  In our opinion, wuch financial statements schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects, the information set forth therein.
              



January 31, 1997

DELOITTE & TOUCHE
LONG BEACH, CALIFORNIA


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
  Mini U Storage, Buckley Road Joint Venture:

We have audited the accompanying balance sheet of Mini U Storage, Buckley Road
Joint Venture, a California General Partnership (the "Joint Venture"), as of
December 31, 1995, and the related statements of income, changes in venturers'
capital, and cash flows for the year then ended.  These financial statements
are the responsibility of the Joint Venture's management.  Our responsibility
is to express an opinion on these financial statements based on our audit.

We  conducted our  audit 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 management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our  opinion, such  financial statements present fairly, in all material
respects, the  financial  position of Mini U Storage, Buckley  Road  Joint
Venture as of December 31, 1995  and the  results of its  operations and its
cash  flows  for the  year then  ended in conformity with generally accepted
accounting  principles.


Deloitte & Touche LLP

January 7, 1997


<PAGE>

MINI U STORAGE, BUCKLEY ROAD JOINT VENTURE
(A California General Partnership)

BALANCE SHEET
DECEMBER 31, 1995 AND 1994
- -------------------------------------------------------------------------------

ASSETS                                              1995           1994
                                                                (Unaudited)

CASH AND CASH EQUIVALENTS (Note 2)               $    15,199    $     9,673

PROPERTY, At cost, net of accumulated
depreciation of $1,752,566 in 1995
and $1,582,962 in 1994 (Notes 1,2 & 3)             1,399,380      1,565,397

OTHER ASSETS                                           8,995          8,995
                                                 -----------    -----------
TOTAL                                            $ 1,423,574    $ 1,584,065 
                                                 ===========    ===========

LIABILITIES AND VENTURERS' CAPITAL

ACCOUNTS PAYABLE AND ACCRUED EXPENSES            $    28,124    $    26,685

VENTURERS' CAPITAL (Note 1)                        1,395,450      1,557,380
                                                 -----------    -----------
TOTAL                                            $ 1,423,574    $ 1,584,065
                                                 ===========    ===========

See accompanying notes to financial statements.
<PAGE>

MINI U STORAGE, BUCKLEY ROAD JOINT VENTURE
(A California General Partnership)

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------

                                            1995         1994          1993
                                                             (Unaudited)

RENTAL REVENUES (Note 2)                 $ 707,333    $ 640,098     $ 633,691

EXPENSES:
 Depreciation (Note 2)                     169,603      169,603       169,603
 Operating expenses                         96,476      109,177       118,993
 General and Administrative                 53,185       49,205        48,175
                                         ---------    ---------     ---------
   Total expenses                          319,264      327,985       336,771
                                         ---------    ---------     ---------
NET INCOME                               $ 388,069    $ 312,113     $ 296,920
                                         =========    =========     =========


See accompanying notes to financial statements.

<PAGE>

MINI U STORAGE, BUCKLEY ROAD JOINT VENTURE
(A California General Partnership)

STATEMENTS OF CHANGES IN VENTURERS' CAPITAL
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------

                                           Fund VIII    Fund IX      Total

BALANCE, JANUARY 1, 1993 (Unaudited)      $  564,373   $1,320,442  $ 1,884,815

Net income (Unaudited)                        89,210      207,710      296,920

Distributions (Unaudited)                   (136,007)    (329,756)    (465,763)
                                          ----------   ----------   ----------
BALANCE, DECEMBER 31, 1993 (Unaudited)       517,576    1,198,396    1,715,972

Net income (Unaudited)                        93,634      218,479      312,113

Distributions (Unaudited)                   (144,965)    (325,740)    (470,705)
                                          ----------   ----------   ----------
BALANCE, DECEMBER 31, 1994                   466,245    1,091,135    1,557,380

Net income                                   116,421      271,648      388,069

Distributions                               (165,000)    (384,999)    (549,999)
                                          ----------   ----------  -----------
BALANCE, DECEMBER 31, 1995                $  417,666   $  977,784  $ 1,395,450
                                          ==========   ==========  ===========


See accompanying notes to financial statements.
<PAGE>

MINI U STORAGE, BUCKLEY ROAD JOINT VENTURE
(A California General Partnership)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------

                                             1995         1994        1993
                                                             (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Cash received from customers             $ 707,333    $ 640,098   $ 633,691
 Cash paid to suppliers and employees      (148,222)    (156,166)   (171,132)
                                          ---------    ---------   ---------
    Net cash provided by
    operating activities                    559,111      483,932     462,559

CASH FLOWS FROM FINANCING ACTIVITIES-
 Distributions                             (549,999)    (470,705)   (465,763)

CASH FLOWS FROM INVESTING ACTIVITIES-
 Additions of property                       (3,586)     (13,323)
                                          ---------    ---------   ---------
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                             5,526          (96)     (3,204)
CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                            9,673        9,769      12,913
                                          ---------    ---------   ---------
CASH AND CASH EQUIVALENTS, END OF YEAR    $  15,199    $   9,673   $   9,709
                                          =========    =========   =========

RECONCILIATION OF NET INCOME TO NET CASH
 PROVIDED BY OPERATING ACTIVITIES:
 Net income                               $ 388,069    $ 312,113   $ 296,920
 Adjustments to reconcile net income
 to net cash provided by operating
 activities:
  Depreciation                              169,603      169,603     169,603
  Changes in operating assets and
  liabilities:
   Other assets                                            2,000      (7,412)
   Accounts payable and accrued expenses      1,439          216       3,448
                                          ---------    ---------   ---------
NET CASH PROVIDED BY OPERATING
   ACTIVITIES                             $ 559,111    $ 483,932   $ 462,559
                                          =========    =========   =========

See accompanying notes to financial statements.
<PAGE>

MINI U STORAGE, BUCKLEY ROAD JOINT VENTURE
(A California General Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------

1.  GENERAL

    Mini U Storage, Buckley Road Joint Venture, a California General Partner-
    ship(the "Joint Venture"), was formed by DSI Realty Income Fund VIII
    ("Fund VIII"), a California Real Estate Limited Partnership, and DSI
    Realty Income Fund IX ("Fund IX"), a California Real Estate Limited
    Partnership, pursuant to an agreement dated August 30, 1989 to operate
    a mini-storage facility known as Buckley Road located in Aurora, Colorado.
    The term of the Joint Venture is to continue until the earliest of the
    following events:

    *  Acquisition of all of one venturer's interest by the other;
    *  Sale or other disposition of substantially all of the property; or
    *  Dissolution of the Joint Venture pursuant to the provisions of the
       agreement.

    Under the terms of the joint venture agreement, Fund VIII is entitled to
    30% of the profits and losses of the Joint Venture and owns 30% of the
    mini-storage facility as a tenant in common with Fund IX, which has the
    remaining 70% interest in the Joint Venture.  The agreement specifies that
    DSI Properties, Inc. (a general partner of both Fund VIII and Fund IX)
    shall make all decisions relating to the activities of the Joint Venture
    and the management of the property.

    The mini-storage facility was acquired from Dahn Corporation ("Dahn").
    Dahn is not affiliated with the Joint Venture.  Dahn is affiliated with
    other partnerships in which DSI Properties, Inc. is a general partner.
    The mini-storage facility is operated for the Joint Venture by Dahn
    under various agreements that are subject to renewal annually.  Under
    the terms of the agreements, the Joint Venture is required to pay Dahn
    a property management fee equal to 5% of gross revenue from operations,
    as defined.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Cash and Cash Equivalents - The Joint Venture classifies its short-term
    investments purchased with an original maturity of three months or less
    as cash equivalents.

    Property and Depreciation - Property is recorded at cost and comprises
    primarily a mini-storage facility.  Depreciation is provided for using
    the straight-line method over an estimated useful life of 15 years.

    Income Taxes - The Joint Venture is not a taxpaying entity for federal
    and state income tax purposes, and thus no income tax expense has been
    recorded in the accompanying statements.  Net income from the Joint
    Venture is allocated to the venturers.

<PAGE>

    Rental Revenue - Rental revenue is recognized using the accrual method
    based on contractual amounts provided for in the lease agreements, which
    approximates recognition on the straight-line basis.  The term of the
    lease agreements is usually less than one year.

    Estimates - The preparation of financial statements in conformity with
    generally accepted accounting principles requires the Joint Venture's
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities at the date of the financial statements
    and the reported amounts of revenues and expenses during the reporting
    period.  Actual results could differ from those estimates.

    Fair  Value  of  Financial  Instruments - The Partnership's financial
    instruments consist primarily of debt instruments.  The carrying value
    of the Partnership's bank debt instruments are considered to approximate
    their fair values because the interest rates of these instruments are
    based on variable reference rates.  Management believes the fair value
    of the debt would not differ significantly from the carrying amount at
    December 31, 1995 and 1994.

3.  PROPERTY

    As of  December 31, 1995  and  1994, the  total  cost of  property  and
    accumulated  depreciation  are  as  follows:
                             
                                                    1995           1994
                                                                (Unaudited)

    Land                                        $ 2,565,446     $ 2,561,859
    Buildings and improvements                      586,500         586,500
                                                -----------     -----------
    Total                                         3,151,946       3,148,359
    Accumulated depreciation                     (1,752,566)     (1,582,962)
                                                -----------     -----------
    Property, net                               $ 1,399,380     $ 1,565,397
                                                ===========     ===========

                                     *****


DSI REALTY INCOME FUND VIII
(A California Real Estate Limited Partnership)

REAL ESTATE AND ACCUMULATED DEPRECIATION
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                    Costs Capitalized
                                 Initial Cost to      Subsequent to    Gross  Amount at Which Carried
                                   Partnership         Acquisition            at Close of Period
                               -------------------  -----------------  -----------------------------
                                        Buildings                               Buildings                         Date  
                                           and       Improve- Carrying             and                    Accum.   of   Date
Description       Encumbrances   Land  Improvements    ments   Costs     Land   Improvements   Total     Deprec.  Const. Acq. Life

MINI-U-STORAGE
<S>                   <C>     <C>       <C>         <C>            <C>         <C>        <C>         <C>         <C>   <C>   <C>

Stockton, CA          None    $371,000  $1,375,823   $14,676         $371,000  $1,390,499  $1,761,499 $1,012,584  01/85 07/84 15 Yrs
Pittsburgh, CA        None     317,550   1,122,032     5,482          317,550   1,127,514   1,445,064    799,571  05/85 11/84 15 Yrs
El Centro, CA         None     163,560     708,710     3,202          163,560     711,912     875,472    508,975  04/85 12/84 15 Yrs
Lompoc, CA            None     277,200   1,524,419     6,303          277,200   1,530,722   1,807,922  1,111,539  02/85 02/85 15 Yrs
Huntington Bch, CA    None   1,176,000   2,306,020     7,863        1,176,000   2,313,883   3,489,883  1,628,962  06/85 02/85 15 Yrs
                              --------  ----------   -------         --------  ----------  ---------- ----------
                            $2,305,310  $7,037,004  $ 37,526       $2,305,310  $7,074,530 $ 9,379,840 $5,061,631
                            ==========  ==========  ========       ==========  ========== =========== ==========
</TABLE>


                                                     Real Estate     Accumulated
                                                        at Cost     Depreciation


               Balance at January 1, 1993             $ 9,345,070    $ 3,643,797
                 Additions                                  4,347        469,134
                                                      -----------    -----------
               Balance at December 31, 1993             9,349,417      4,112,931
                 Additions                                  5,510        469,134
                                                      -----------    ----------
               Balance at December 31, 1994             9,354,927      4,582,065
                 Additions                                 24,913        479,566
                                                      -----------     ----------
               Balance at December 31, 1995           $ 9,379,840     $5,061,631
                                                      ===========     ==========

                                                                       

The total cost at the end of the  period for  Federal  income tax  purposes  was
approximately $9,437,000.
<PAGE>

                                    EXHIBIT 2

                                 March 28, 1996

                      ANNUAL REPORT TO LIMITED PARTNERS OF

                           DSI REALTY INCOME FUND VIII

Dear Limited Partner:

     This report  contains the  Partnership's  balance sheets as of December 31,
1995 and 1994, and the related statements of income, changes in partners' equity
and cash flows for each of the three years in the period ended December 31, 1995
accompanied  by an  independent  auditors'  report.  The  Partnership  owns five
mini-storage facilities, plus a 30% interest in a sixth mini-storage facility on
a joint venture basis with an affiliated Partnership, DSI Realty Income Fund IX,
a  California  Limited  Partnership.  The  Partnership's  properties  were  each
purchased  for all  cash  and  funded  solely  from  subscriptions  for  limited
partnership interests without the use of mortgage financing.

     Your attention is directed to the section entitled Management's  Discussion
and Analysis of Financial  Condition and Results of  Operations  for the General
Partners'  discussion and analysis of the financial statements and operations of
the Partnership.

     Average  occupancy levels for each of the  Partnership's six properties for
the years ended December 31, 1995 and December 31, 1994 were as follows:

Location of Property               Average Occupancy          Average Occupancy
                                   Levels for the             Levels for the
                                   Year Ended                 Year Ended
                                   Dec. 31, 1995              Dec. 31, 1994

El Centro, CA                          82%                        73%

Lompoc, CA                             91%                        91%

Pittsburg, CA                          85%                        87%

Stockton, CA                           84%                        85%

Huntington Beach, CA                   86%                        85%

Aurora, CO*                            89%                        82%
- ---------

*The Partnership owns a 30% fee interest in this facility.

     We will keep you informed of the  activities of DSI Realty Income Fund VIII
as  they  develop.  If  you  have  any  questions,  please  contact  us at  your
convenience at (562) 424-2655.

     If you would like a copy of the  Partnership's  Annual  Report on Form 10-K
for the year ended  December  31, 1995 which was filed with the  Securities  and
Exchange  Commission (which report includes the enclosed Financial  Statements),
we will forward a copy of the report to you upon written request.

                                                     Very truly yours,

                                                     DSI REALTY INCOME FUND VIII
                                                     By:  DSI Properties, Inc.



                                                   By___________________________
                                                     ROBERT J. CONWAY, President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                               5
<CIK>                                   0000743366
<MULTIPLIER>                            1
<CURRENCY>                              U.S. Dollars
       
<S>                                     <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-END>                            DEC-31-1995
<EXCHANGE-RATE>                         0
<CASH>                                  445657
<SECURITIES>                            0
<RECEIVABLES>                           0
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                        0
<PP&E>                                  9379840
<DEPRECIATION>                          5061631
<TOTAL-ASSETS>                          5245858
<CURRENT-LIABILITIES>                   0
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                              0
<TOTAL-LIABILITY-AND-EQUITY>            5245858
<SALES>                                 1619839
<TOTAL-REVENUES>                        1636156
<CGS>                                   0
<TOTAL-COSTS>                           0
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                         556509
<INCOME-TAX>                            0
<INCOME-CONTINUING>                     556509
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                            556509
<EPS-PRIMARY>                           0
<EPS-DILUTED>                           0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission