DSI REALTY INCOME FUND VIII
10-K, 1999-04-01
LESSORS OF REAL PROPERTY, NEC
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                       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, 1998.
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

         6700 E. Pacific Coast Hwy., Long Beach, California 9O8O3
         (Address of principal executive offices)     (Zip Code)

Registrants telephone number, including area code-(562)493-8881

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,
     1998, incorporated by reference to Form 10-K, Part II.

Item 11.  Registrant's  Financial  Statements for its fiscal year ended December
     31, 1998, 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, 1998, 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, 1998 and December 31, 1997 were as follows:

Location of Property       Average Occupancy         Average Occupancy
                           Level for the              Level for the
                           Year Ended                 Year Ended
                           Dec. 31, 1998              Dec. 31, 1997

El Centro, CA                   74%                        75%

Lompoc, CA                      80%                        89%

Pittsburg, CA                   90%                        85%

Stockton, CA                    86%                        78%

Huntington Beach, CA            90%                        89%

Aurora, CO*                     88%                        88%
- ----------
*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,  1998  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 889 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 $12.50 per Limited Partnership Unit were
declared and paid each quarter for the year ended December 31, 1998 and of
$11.25 per Limited  Partnership  Unit were declared and paid each  quarter for
the year ended  December 31, 1997 and 1996.  It  is   Registrant's expectations
that distributions will continue to be paid in the future.

Item 6.  SELECTED FINANCIAL DATA
         FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, 1996,  1995,  AND 1994
         --------------------------------------------------------------------
                     1998        1997          1996          1995        1994
                     ----        ----          ----          ----        ----

REVENUES          $1,899,608   $1,712,288   $1,624,001   $1,636,156   $1,604,279

COSTS AND
EXPENSES           1,253,740    1,217,044    1,229,425    1,196,068    1,169,399

EQUITY IN
EARNINGS OF
REAL ESTATE
JOINT
VENTURE              109,741       93,305       82,729      116,421       93,634
                  ----------   ----------   ----------   ----------   ----------

NET
INCOME            $  755,609   $  588,549   $  477,305   $  556,509   $  528,514
                  ==========   ==========   ==========   ==========   ==========

TOTAL
ASSETS            $3,668,506   $4,132,136   $4,632,052   $5,245,858   $5,785,750
                  ==========   ==========   ==========   ==========   ==========

NET CASH
PROVIDED
BY OPERATING
ACTIVITIES        $1,219,731   $1,103,067   $1,054,462   $1,136,519   $  937,601
                  ==========   ==========   ==========   ==========   ==========
NET INCOME
PER LIMITED
PARTNERSHIP
UNIT              $    31.17   $    24.28   $    19.69   $    22.96   $    21.80
                  ==========   ==========   ==========   ==========   ==========

CASH
DISTRIBUTIONS
PER $500
LIMITED
PARTNERSHIP
UNIT              $    50.00   $    45.00   $    45.00   $    45.00   $    42.50
                  ==========   ==========   ==========   ==========   ==========



<PAGE>

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

                              RESULTS OF OPERATIONS


1998 COMPARED TO 1997

     Total revenues increased from $1,712,288 in 1997 to $1,899,608 in 1998,
while total expenses increased from $1,217,044 to $1,253,740 and income from
the real estate joint venture increased from $93,305 to $109,741.  As a result,
net income increased from $588,549 in 1997 to $755,609 in 1998.  The increase
in revenues includes a one-time gain from involuntary conversion of land (see
Note 7 to Financial Statements).  The increase in rental revenues is due
primarily to higher unit rental rates.  Average occupancy levels for the
Partnership's five mini-storage facilities was 84.9% for the year ended
December 31, 1997 and 84.0% for the year ended December 31, 1998. The
approximately $30,300 (7.7%) increase in operating expenses was primarily due
to increases in yellow pages advertising costs, maintenance and repair, real
estate tax expenses and salaries and wages.  General and administrative
expenses decreased approximately $8,900 (5.6%) primarily as a result of a
decrease in legal and professional expenses.  The General Partners' incentive
management fee increased approximately $7,900 (7.2%) as a result of an increase
in cash available for distribution on which this fee is based.  Property
management fees, which are based on revenue, increased as a result of the
increase in rental revenue.  The increase in income from the real estate joint
venture was the result of higher unit rental rates, as operating and general
and administrative expenses remained relatively constant.  Average occupancy of
the joint venture was 87.6% in 1998 compared to 88.3% in 1997.


1997 COMPARED TO 1996

     Total revenues increased from $1,624,001 in 1996 to $1,712,288 in 1997,
while total expenses decreased from $1,229,425 to $1,217,044 and income from
the real estate joint venture increased from $82,729 to $93,305.  As a result,
net income increased from $477,305 in 1996 to $588,549 in 1997.  The increase
in rental revenues is due primarily to higher unit rental rates.  Average
occupancy levels for the Partnership's five mini-storage facilities was 84.4%
for the year ended December 31, 1996 and 84.9% for the year ended December 31,
1997.  The approximately $35,300 (8.2%) decrease in operating expenses was
primarily due to a decrease in yellow pages advertising costs, maintenance and
repair and real estate tax expenses partially offset by an increase in salaries
and wages.  General and administrative expenses increased approximately $21,900
(16.1%) primarily as a result of increases in legal and professional and postage
expenses.  The General Partners' incentive management fee increased
approximately $9,500 (9.5%) as a result of an increase in cash available for
distribution on which this fee is based.  Property management fees, which are
based on revenue, increased as a result of the increase in rental revenue.
The increase in income from the real estate joint venture was the result of
higher occupancy and unit rental rates as well as an increase in salaries and
wage expense partially offset by a decrease in yellow page advertising costs
and maintenance and repair expense.  Average occupancy of the joint venture was
88.3% in 1997 compared to 81.7% in 1996.





                         LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities increased  approximately $118,500
(10.8%) in 1998 compared to 1997, primarily due to the increase in net income.
Net cash provided by operating activities increased approximately $46,700 (4.4%)
in 1997 compared to 1996, primarily due to the increase in net income.

     Cash used in financing  activities,  as set forth in the statements of cash
flows,  has been  limited to  distributions  paid to the  partners.  A  special
distribution of 1% was declared and paid on December 15, 1998.  This action was
the result of the Partnership's increased cash flow from the operations of its
properties.

     Cash used in investing  activities,  as set forth in the statements of cash
flows, consisted of acquisitions of equipment for the  Partnership's mini-
storage properties and proceeds from involuntary conversion of land (see Note 7
to Financial Statements). 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 Year 2000 issue refers to the inability of certain computer systems to
recognize a date using "00" as the Year 2000.  The Partnership has implemented
a Year 2000  program, which has three phases: (1) identification;
(2) remediation; and (3) testing and verification.  The Partnerhip, as well
as the property management company and the Partnership's warehouse facilities
have completed those phases.  Computer programs have been upgraded and tested
to function properly with respect to the dates in the Year 2000 and thereafter.
Year 2000 compliance costs are nominal and have been expensed in the regular
course of business.  The Partnership provides no assurance that third-party
suppliers and customers will be compliant.  Nevertheless, the Partnership does
not believe that the Year 2000 issue will have a material adverse effect on
its financial condition or results of operations.

     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, 1998,  Messrs.  Robert J. Conway and Joseph
W. Conway,  each of whom own approximately  48.4% 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 65 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 69 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 75 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, 1998,  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  renumeration  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,  1998,  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, 1998,  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, 1998,  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, 1998.

     (b)  No reports on Form 8K were filed during the fiscal year ended December
          31, 1998.

                                   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 31, 1999
  ROBERT J. CONWAY, President
  (Chief Executive Officer, Chief
  Financial Officer, and Director)



By____________________________      Dated:  March 31, 1999
  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 31, 1999
  ROBERT J. CONWAY, President,
  Chief Executive Officer, Chief
  Financial Officer, and Director



By___________________________               Dated:  March 31, 1999
  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, 1998, 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, 1998
- --------------------------------------------------------------------------------

                         1998        1997        1996        1995        1994

REVENUES              $1,899,608  $1,712,288  $1,624,001  $1,636,156  $1,604,279

EXPENSES               1,253,740   1,217,044   1,229,425   1,196,068   1,169,399

EQUITY IN EARNINGS
 OF REAL ESTATE
 JOINT VENTURE           109,741      93,305      82,729     116,421      93,634
                      ----------  ----------  ----------  ----------  ----------
NET INCOME            $  755,609  $  588,549  $  477,305  $  556,509  $  528,514
                      ==========  ==========  ==========  ==========  ==========
TOTAL ASSETS          $3,668,506  $4,132,136  $4,632,052  $5,245,858  $5,785,750
                      ==========  ==========  ==========  ==========  ==========
NET CASH PROVIDED BY
OPERATING ACTIVITIES  $1,219,731  $1,101,200  $1,054,462  $1,136,519  $  937,601
                      ==========  ==========  ==========  ==========  ==========

NET INCOME PER
LIMITED
PARTNERSHIP UNIT      $    31.17  $    24.28  $    19.69  $    22.96  $    21.80
                      ==========  ==========  ==========  ==========  ==========

CASH DISTRIBUTIONS
PER $500 LIMITED
PARTNERSHIP UNIT      $    50.00  $    45.00  $    45.00  $    45.00  $    42.50
                      ==========  ==========  ==========  ==========  ==========



                                                      Operating        Partners'
                                                        Results         Equity

Per financial statements                             $   755,609    $ 3,063,173
Excess financial statement depreciation                  134,953      1,337,305
Excess tax return income 
from real estate joint venture                            15,760        190,121
Accrued incentive management fees                                       266,768
Capitalization of property acquisition costs                             80,713
Fixed asset adjustments                                                   2,080
Recognition of deferred rental revenues                                  41,918
Accrued distributions to partners                                       272,728
                                                     -----------    -----------
Per Partnership income tax return                    $   906,322    $ 5,254,806
                                                     ===========    ===========
Net taxable income per $500 limited
partnership unit                                     $     37.76
                                                     ===========
<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, 1998 and 1997                             F-2

    Statements of Income for the Three
        Years Ended December 31, 1998                                        F-3

    Statements of Changes in Partners' Equity for
        the Three Years Ended December 31, 1998                              F-4

    Statements of Cash Flows for the Three Years
        Ended December 31, 1998                                              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, 1998 and 1997, and the related statements of income, changes in
partners' equity (deficit), and cash flows for each of the three years in the
period ended December 31, 1998.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
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, 1998 and 1997 and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles.

February 5, 1999

DELOITTE & TOUCHE
LONG BEACH, CALIFORNIA


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

BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------


ASSETS                                                  1998             1997

CASH AND CASH EQUIVALENTS                           $   458,025     $   399,704

PROPERTY, net (Notes 1, 2, 3 and 6)                   2,914,449       3,387,178 

INVESTMENT IN REAL ESTATE
JOINT VENTURE
(Notes 1,2, and 5)                                      262,591         313,650

OTHER ASSETS                                             33,443          31,604
                                                    -----------      -----------
TOTAL                                               $ 3,668,508     $ 4,132,136
                                                    ===========      ===========

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
Distribution due to partners (Note 4)               $   272,727      $   272,727
Incentive management fee payable to
general partners (Note 4)                               273,143          280,715
Property management fees payable (Note 1)                 7,545            7,090
Customer deposits and other liabilities                  51,918           51,918
                                                    -----------      -----------
Total liabilities                                       605,333          612,450
                                                    -----------      -----------
PARTNERS' EQUITY (Notes 1 and 4):
General partners                                        (77,149)        (72,584)
Limited partners (24,000 limited
partnership units outstanding
at December 31, 1998 and 1997)                        3,140,324       3,592,270
                                                   ------------      -----------
Total partners' equity                                3,063,175       3,519,686
                                                   ------------      -----------
TOTAL                                               $ 3,668,508     $ 4,132,136 
                                                   ============      ===========

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, 1998
- --------------------------------------------------------------------------------


                                               1998         1997         1996

REVENUES:
Rental revenues                             $1,841,672   $1,704,301   $1,612,680
Gain from involuntary conversion
  (Note 7)                                      47,117
Interest income                                 10,819        7,987       11,321
                                            ----------   ----------   ----------
Total revenues                               1,899,608    1,712,288    1,624,001
                                            ----------   ----------   ----------
EXPENSES:
 Depreciation (Note 2)                         469,134      469,132      481,696
 Operating expenses (Note 1)                   425,539      395,194      430,463
 General and administrative                    149,116      158,008      136,110
 General partners' incentive
  management fee (Note 4)                      117,867      109,991      100,514
 Property management fee (Note 1)               92,084       84,719       80,642
                                            ----------   ----------   ----------
Total expenses                               1,253,740    1,217,044    1,229,425
                                            ----------   ----------   ----------

INCOME BEFORE EQUITY IN 
INCOME OF REAL ESTATE 
JOINT VENTURE                                  645,868      495,244      394,576

EQUITY IN INCOME OF
REAL ESTATE JOINT
VENTURE (Notes 1,2 and 5)                      109,741       93,305       82,729
                                            __________   __________   _________ 

NET INCOME                                  $  755,609   $  588,549   $  477,305
                                            ==========   ==========   ==========
AGGREGATE NET INCOME ALLOCATED
TO (Note 4):
Limited partners                            $  748,053   $  582,664   $  472,532
General partners                                 7,556        5,885        4,773
                                            ----------   ----------   ----------
TOTAL                                       $  755,609   $  588,549   $  477,305
                                            ==========   ==========   ==========
NET INCOME PER LIMITED PARTNERSHIP
UNIT (Notes 2 and 4)                        $    31.17   $    24.28   $    19.69
                                            ==========   ==========   ==========

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, 1998
- --------------------------------------------------------------------------------


                                         General       Limited
                                        Partners       Partners         Total


BALANCE AT JANUARY 1, 1996             ($61,424)    $ 4,697,074     $ 4,635,650

 Net income                               4,773         472,532         477,305

 Distributions                          (10,909)     (1,080,000)     (1,090,909)
                                        --------     -----------     ---------- 
BALANCE AT DECEMBER 31, 1996           $(67,560)     $4,089,606      $4,022,046

 Net income                               5,885         582,664         588,549

 Distributions                          (10,909)     (1,080,000)     (1,090,909)
                                        --------     -----------     -----------
BALANCE AT DECEMBER 31, 1997           $(72,584)     $3,592,270      $3,519,686

 Net income                               7,556         748,053         755,609

 Distributions                          (12,122)     (1,200,000)     (1,212,122)
                                        --------     -----------     ----------
BALANCE AT DECEMBER 31, 1998           $(77,150)     $3,140,323      $3,063,173
                                        ========     ===========     ==========


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, 1998
- --------------------------------------------------------------------------------


                                            1998          1997          1996

CASH FLOWS FROM OPERATING ACTIVITIES:   
 Net income                             $   755,609   $   588,549   $   477,305
 Adjustments to reconcile net
 income to net cash provided
 by operating activities:
  Depreciation                              469,134       469,132       481,696
  Equity in earnings of
   real estate joint venture               (109,741)      (93,305)      (82,729)
  Distributions from real
   estate joint venture                     160,800       144,300       135,750
  Gain from involuntary conversion          (47,117)
  Changes in assets and liabilities:
   Receivable from general partners           
   Other assets                              (1,837)       (9,920)       42,642
   Incentive management fee
    payable to general partners              (7,572)       13,946       (12,486)
   Property management fees payable             455           833           (51)
   Customer deposits and
    other liabilities                                     (12,335)       12,335
                                        -----------   -----------    -----------
  Net cash provided by operating
  activities                              1,219,731     1,101,200     1,054,462

CASH FLOWS FROM FINANCING ACTIVITIES -
Distributions to partners                (1,212,122)   (1,090,909)   (1,090,909)

CASH FLOWS FROM INVESTING ACTIVITIES -
Additions of property                       (14,288)                    (19,797)
Proceeds from involuntary conversion         65,000
                                        -----------   -----------   ------------
  Net cash provided by (used in)
   investing activities                      50,712                     (19,797)
                                        -----------   -----------   ------------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                             58,321        10,291       (56,244)

CASH AND CASH EQUIVALENTS,
AT BEGINNING OF YEAR                        399,704       389,413       445,657
                                        -----------   -----------   ------------
CASH AND CASH EQUIVALENTS,
AT END OF YEAR                          $   458,025   $   399,704   $   389,413
                                        ===========   ===========   ============

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, 1998


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 5).  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 composed
     primarily of  mini-storage  facilities.  Depreciation is provided for using
     the straight-line  method over an estimated useful life of 15 years.  
     Building improvements are depreciated over a five year period.

     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.  The net difference between the bases
     of the Partnership's assets and liabilities for federal income tax purposes
     and as reported for financial statement purposes is $2,191,631.        

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

     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 5).

     Net  Income  per  Limited   Partnership  Unit  -  Net  income  per  limited
     partnership  unit is  computed  by  dividing  the net income  allocated  to
     the  limited  partners  by  the  weighted  average  number  of  limited
     partnership units outstanding during each year (24,000 in 1998, 1997 and
     1996).

     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 revenues  and expenses  during the reporting period.  Actual
     results could differ from those estimates.

     Impairment of Long-Lived Assets - The Partnership regularly reviews long-
     lived assets for impairment whenever events or changes in circumstances 
     indicate that the carrying amount of the asset may not be recoverable.
     If the sum of the expected future cash flow is less than the carrying 
     amount of the asset, the Partnership recognizes an impairment loss.  No
     impairment losses were required in 1998, 1997 or 1996.

     Fair Value of Financial Instruments - The Company's financial instruments
     consist primarily of cash, receivables, accounts payable and accrued
     liabilities.  The carrying values of all financial instruments are
     representative of their fair values due to their short-term maturities.

     Concentrations of Credit Risk - Financial instruments that potentially
     subject the Partnership to concentrations of credit risk consist primarily
     of cash equivalents and rent receivables.  The Partnership places its
     cash equivalents with high credit quality institutions.

3.   PROPERTY

     As of  December 31, 1998  and  1997, the  total  cost  of  property  and 
     accumulated  depreciation  are  as  follows:

                                                  1998                1997
       Land                                   $ 2,287,427        $ 2,305,310
       Buildings and improvements               7,108,615          7,094,327
                                              -----------        -----------

       Total                                    9,396,042          9,399,637
       Less accumulated depreciation           (6,481,593)        (6,012,459)
                                              -----------         ----------

       Property, net                          $ 2,914,449        $ 3,387,178
                                              ===========         ===========


During 1998, the Partnership received proceeds of $65,000 for an involuntary
conversion of the land.  An adjustment in the amount of $17,883 was recorded
against the land account to reduce it to what management believes to be its
fair market value.


4.   ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' MANAGEMENT FEES

     Under the Agreement of Limited Partnership,  the general partners are to be
     allocated 1% of the net profits or net 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. 

5.   BUSINESS SEGMENT INFORMATION

     The following disclosure about segment reporting of the Partnership is
     made in accordance with the requirements of SFAS No. 131, "Disclosures
     about Segments of an Enterprise and Related Information."  The Partner-
     ship operates under a single segment; storage facility operations, under
     which the Partnership rents its storage facilities to its customers on
     a need basis and charges rent on a predetermined rate.
     
6.   INVESTMENT IN REAL ESTATE JOINT VENTURE

     The Partnership is involved in a joint venture (the Buckley Road facility)
     that 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 or losses of the venture and owns 30% of the mini-storage 
     facility 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 
     activities of the joint venture and the management of the property.  
     Summarized financial information of the  unaudited Buckley Road financial
     statements is as follows:
  

                                                  1998             1997
ASSETS:
 Cash                                          $   11,642      $    12,002   
  
 Property:
  Land                                            586,500          586,500
  Building                                      2,565,446        2,565,446
                                              -----------      -----------
  Total                                         3,151,946        3,151,946
  Less accumulated depreciation                (2,267,136)      (2,097,533)
                                              -----------      -----------
  Property - net                                  884,810        1,054,413
                                              -----------      -----------
 Other assets                                       8,994            8,995
                                              -----------      -----------

TOTAL                                         $   905,446      $ 1,075,410
                                              ===========      ===========
                                    
LIABILITIES AND PARTNERS' EQUITY 
 Liabilities                                       26,912           26,678
 Partner's equity                                 878,534        1,048,732
                                              -----------      -----------
TOTAL                                         $   905,446      $ 1,075,410
                                              ===========      ===========

                                     1998           1997         1996

INCOME STATEMENT DATA:
 Rental revenues                   $717,772       $659,073     $620,720    
 Less operating expenses            351,970        348,055      344,957
                                   --------       --------     --------
 Net income                        $365,802       $311,018     $275,763
                                   ========       ========     ========

      Property is stated at cost; depreciation is provided for using the  
      straight-line method over the estimated useful life of 15 years.
              

<PAGE>

7.   INVOLUNTARY CONVERSION

     In March 1998, the City of Stockton acquired approximately 6,089 square
     feet or 4.8% of the land to create a pedestrian under pass next to the
     Partnership's Stockton property.  During 1998, the Partnership received
     a reimbursement in the amount of $65,000 for what City of Stockton believes
     to have been the fair value of the land.  A gain from involuntary
     conversion was recorded in the amount of $47,117 and the cost of land was
     reduced by $17,883.


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
 DSI Realty Income Fund VIII:

We have audited the statements of income, changes in venturers' capital, and
cash flows for the year ended December 31, 1998 of Mini U Storage, Buckley Road
Joint Venture, a California General Partnership (the "Joint Venture").  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 audits 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 results of operations and cash flows of Mini U Storage, Buckley
Road Joint Venture for the year ended December 31, 1998 conformity with
generally accepted accounting principles.


Deloitte & Touche LLP
Long Beach, California

February 5, 1999

<PAGE>


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

BALANCE SHEET
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------

ASSETS                                              1998           1997
                                                 (Unaudited)    (Unaudited)

CASH AND CASH EQUIVALENTS (Notes 2)              $    11,642     $    12,002

PROPERTY, net (Notes 1,2 and 3)                      884,810       1,054,413

OTHER ASSETS                                           8,995           8,995
                                                 -----------     -----------
TOTAL                                            $   905,447     $ 1,075,410
                                                 ===========     ===========

LIABILITIES AND VENTURERS' CAPITAL

ACCOUNTS PAYABLE AND ACCRUED EXPENSES            $    26,913     $    26,678

VENTURERS' CAPITAL (Note 1)                          878,534       1,048,732
                                                 -----------     -----------
TOTAL                                            $   905,447     $ 1,075,410
                                                 ===========     ===========

See accompanying notes to financial statements.

<PAGE>


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

STATEMENTS OF INCOME
THREE YEARS ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
                                                             
                                            1998         1997        1996
                                        (Unaudited)  (Unaudited)
                                        
RENTAL REVENUES (Note 2)                 $ 717,772    $ 659,073   $ 620,720
                                         ---------    ---------   ---------
EXPENSES:
 Depreciation (Note 2)                     169,603      169,603     175,364
 Operating                                 135,386      132,962     125,041
 General and administrative                 46,981       45,490      44,552
                                         ---------    ---------   ---------
    Total expenses                         351,970      348,055     344,957
                                         ---------    ---------   ---------
NET INCOME                               $ 365,802    $ 311,018   $ 275,763
                                         =========    =========   =========

See accompanying notes to financial statements.

<PAGE>

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

STATEMENTS OF CHANGES IN VENTURERS' CAPITAL
THREE YEARS ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------

                                          Fund VIII    Fund IX     Total

BALANCE, JANUARY 1, 1996                    417,666      977,784   1,395,450

 Net income (Unaudited)                      82,729      193,034     275,763

 Distributions (Unaudited)                 (135,750)    (316,749)   (452,499)
                                          ---------    ---------  ----------
BALANCE, DECEMBER 31, 1996 (Unaudited)    $ 364,645    $ 854,069  $1,218,714

 Net income (Unaudited)                      93,305      217,713     311,018

 Distributions (Unaudited)                 (144,300)    (336,700)   (481,000)
                                          ---------    ---------  ----------
BALANCE, DECEMBER 31, 1997 Unaudited)     $ 313,650    $ 735,082  $1,048,732

 Net income (Unaudited)                     109,741      256,061     365,802

 Distributions (Unaudited)                 (160,800)    (375,200)   (536,000)
                                          ---------    ---------  ----------
BALANCE, DECEMBER 31, 1998 (Unaudited)    $ 262,591    $ 615,943  $  878,534
                                          =========    =========  ==========

See accompanying notes to financial statements.
<PAGE>

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

STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------

                                             1998         1997        1996
                                                (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                               $ 365,802    $ 311,018   $ 275,763
 Adjustments to reconcile net income
 to net cash provided by
 operating activities:
  Depreciation                              169,603      169,603     175,364
  Changes in operating assets
  and liabilities-
   Accounts payable and accrued expenses        235       (2,513)      1,067
                                          ---------    ---------   ---------
Net cash provided by operating activities $ 535,640    $ 478,108   $ 452,194
                                          =========    =========   =========


CASH FLOWS FROM FINANCING ACTIVITIES-
 Distributions to partners                 (526,000)    (481,000)   (452,499)
                                          ---------    ---------   ---------
NET DECREASE IN CASH AND
 CASH EQUIVALENTS                              (360)      (2,892)       (305)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                           12,002       14,894      15,199
                                          ---------    ---------   ---------
CASH AND CASH EQUIVALENTS,
 END OF YEAR                              $  11,642    $  12,002   $  14,894
                                          =========    =========   =========


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, 1998, 1997 AND 1996
- -------------------------------------------------------------------------------

1.  GENERAL

    Mini  U  Storage,  Buckley  Road  Joint  Venture, a  California  General
    Partnership (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, 1985 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 Venturer'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.

    Impairment of Long-Lived Assets - The Partnership regularly reviews long-
    lived assets for impairment whenever events or changes in circumstances
    indicate that the carrying amount of the asset may not be recoverable.
    If the sum of the expected future cash flow is less than the carrying
    amount of the asset, the Partnership recognizes an impairment loss.  No
    impairment losses were required in 1998, 1997 or 1996.

    Concentrations of Credit Risk - Financial instruments that potentially
    subject the Partnership to concentrations of credit risk consist primarily
    of cash equivalents and rent receivables.  The Partnership places its
    cash equivalents with high credit quality institutions.

3.  PROPERTY

    As  of  December 31, 1998 and 1997, the  total  cost of  property  and
    accumulated  depreciation  are  as  follows:

                                                      1998           1997
                                                          (Unaudited)

      Land                                         $   586,500    $   586,500
      Buildings and improvements                     2,565,446      2,565,446
                                                   -----------    -----------
      Total                                          3,151,946      3,151,946
      Accumulated depreciation                      (2,267,136)    (2,097,533)
                                                   -----------    -----------
      Property, net                                $   884,810    $ 1,054,413
                                                   ===========    ===========



                                    *****

<PAGE>

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  $( 3,206)        $353,117  $1,390,500  $1,743,617 $1,289,300  01/85 07/84 15 Yrs
Pittsburgh, CA        None     317,550   1,122,032     5,482          317,550   1,127,514   1,445,064  1,025,529  05/85 11/84 15 Yrs
El Centro, CA         None     163,560     708,710     3,202          163,560     711,912     875,472    652,270  04/85 12/84 15 Yrs
Lompoc, CA            None     277,200   1,524,419     6,303          277,200   1,530,722   1,807,922  1,417,975  02/85 02/85 15 Yrs
Huntington Bch, CA    None   1,176,000   2,306,020    41,947        1,176,000   2,347,967   3,523,967  2,096,519  06/85 02/85 15 Yrs
                              --------  ----------   -------         --------  ----------  ---------- ----------
                            $2,305,310  $7,037,004  $ 53,728       $2,287,427  $7,108,615 $ 9,396,042 $6,481,593
                            ==========  ==========  ========       ==========  ========== =========== ==========
</TABLE>


                                                     Real Estate     Accumulated
                                                        at Cost     Depreciation

                           
               Balance at January 1, 1996             $ 9,379,840     $5,061,631
                 Additions                                 19,797        481,696
                                                      -----------     ----------
               Balance at December 31, 1996           $ 9,399,637     $5,543,327
                 Additions                                               469,132
                                                      -----------     ----------
               Balance at December 31, 1997           $ 9,399,637     $6,012,459
                 Additions                                 14,287        469,134
                 Disposals                                (17,882)
                                                      -----------     ----------
               Balance at December 31, 1998           $ 9,396,042     $6,481,593
                                                      ===========     ==========


<PAGE>

                                    EXHIBIT 2

                                 March 27, 1999

                      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,
1998 and 1997, 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, 1997
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, 1998 and December 31, 1997 were as follows:

Location of Property               Average Occupancy          Average Occupancy
                                   Levels for the             Levels for the
                                   Year Ended                 Year Ended
                                   Dec. 31, 1998              Dec. 31, 1997

El Centro, CA                          74%                        75%

Lompoc, CA                             80%                        89%

Pittsburg, CA                          90%                        85%

Stockton, CA                           86%                        78%

Huntington Beach, CA                   90%                        89%

Aurora, CO*                            88%                        88%
- ---------

*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) 493-3022.

     If you would like a copy of the  Partnership's  Annual  Report on Form 10-K
for the year ended  December  31, 1998 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-31-1998
<PERIOD-END>                            DEC-31-1998
<EXCHANGE-RATE>                         0
<CASH>                                  458025
<SECURITIES>                            0
<RECEIVABLES>                           0
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                        0
<PP&E>                                  9396042
<DEPRECIATION>                          6481593
<TOTAL-ASSETS>                          3668508
<CURRENT-LIABILITIES>                   0
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                              0
<TOTAL-LIABILITY-AND-EQUITY>            366508
<SALES>                                 1841672
<TOTAL-REVENUES>                        1899608
<CGS>                                   0
<TOTAL-COSTS>                           0
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                         755609
<INCOME-TAX>                            0
<INCOME-CONTINUING>                     755609
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                            755609
<EPS-PRIMARY>                           0
<EPS-DILUTED>                           0
        

</TABLE>


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