NATIONAL PROPERTY INVESTORS 8 /CA/, 10KSB, 1999-03-31

NATIONAL PROPERTY INVESTORS 8 /CA/
10KSB, 1999-03-31
REAL ESTATE

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

FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [No Fee Required]

For the fiscal year ended December 31, 1998

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

For the transition period from to

Commission file number 0-14554

NATIONAL PROPERTY INVESTORS 8
(Name of small business issuer in its charter)

California 13-3254885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:
None

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

Limited Partnership Units
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

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

State issuer's revenues for its most recent fiscal year. $ 4,934,000

State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. No market exists for the limited
partnership interests of the Registrant, and, therefore, no aggregate market
value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
NONE

PART I

ITEM 1. DESCRIPTION OF BUSINESS

National Property Investors 8 (the "Partnership" or "Registrant") is a
California limited partnership formed on June 26, 1984. The Partnership is
engaged in the business of operating and holding, real estate properties for
investment. NPI Equity Investments, Inc., a Florida corporation, became the
Registrant's managing general partner (the "Managing General Partner" or "NPI
Equity") on June 21, 1991. The Managing General Partner was a subsidiary of
National Property Investors, Inc. ("NPI") until December 31, 1996, at which time
Insignia Properties Trust ("IPT") acquired the stock of NPI Equity (See
"Transfer of Control" below). The partnership agreement provides that the
Partnership is to terminate on December 31, 2008, unless terminated prior to
such date.

Commencing May 13, 1985, the Registrant offered pursuant to a Registration
Statement filed with the Securities and Exchange Commission up to 150,000 Units
of Limited Partnership Interest (the "Units") at a purchase price of $500 per
Unit with a minimum purchase of 5 Units. Upon termination of the offering, the
Registrant had accepted subscriptions for 44,882 Units for an aggregate of
$22,441,000. In addition, the Managing General Partner contributed a total of
$1,000 to the Partnership. Since its initial offering, the Registrant has not
received, nor are limited partners required to make, additional capital
contributions. All the net proceeds of the offering were invested in three
properties, of which two continued to be held by the Partnership. See "Item 2.
Description of Properties", below for a description of the Partnership's
remaining properties.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

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

The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. An
affiliate of the Managing General Partner provided day-to-day management
services for the Partnership's investment properties for the years ended
December 31, 1998 and 1997.

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

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

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

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

Transfer of Control

Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of National Property Investors, Inc.
("NPI"), the sole shareholder of NPI Equity. On December 31, 1996, Insignia
transferred its interest in NPI Equity to IPT.

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

ITEM 2. DESCRIPTION OF PROPERTIES:

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

Date of
Property Purchase Type of Ownership Use

Williamsburg on the Lake 3/12/86 Fee ownership subject Apartment
Apartments to first mortgage 460 units
Indianapolis, Indiana

Huntington Apartments 2/11/88 Fee ownership subject Apartment
Morrisville, North Carolina to first mortgage 212 units

SCHEDULE OF PROPERTIES:

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

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

Williamsburg on the

Lake Apartments $18,734 $11,814 5-27 S/L $ 6,730

Huntington Apartments 11,695 4,474 5-29 S/L 5,483

$30,429 $16,288 $12,213

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

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

Principal Principal

Balance At Stated Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity (2)

(in thousands) (in thousands)

Williamsburg on the

Lake Apartments $ 7,400 7.33% (1) 11/03 $ 7,400

Huntington Apartments 3,458 9.85% 25 yrs. 2/02 3,211

$10,858 $10,611

(1) Loan requires payments of interest only.
(2) See "Item 7. Financial Statements - Note C" for information with respect to
the Registrant's ability to prepay the loans and other specific details
about the loans.

RENTAL RATES AND OCCUPANCY:

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

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

Williamsburg on the

Lake Apartments $6,278/unit $6,222/unit 96% 91%

Huntington Apartments 9,288/unit 9,037/unit 93% 94%

The increase in occupancy at Williamsburg on the Lake Apartments is due to new
advertising efforts which increased the property's leasing traffic and revised
applicant qualification procedures which positively impacted occupancy. Also,
various tenant programs were implemented, resulting in more lease renewals than
in the previous year.

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

REAL ESTATE TAXES AND RATES:

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

1998 1998

Billing Rate

(in thousands)

Williamsburg on the Lake Apartments (1) $351 10.03%

Huntington Apartments 94 1.23%

(1) Based on 1997 tax bills as the 1998 billings were not received as of the
date of this report filing.

CAPITAL IMPROVEMENTS:

Williamsburg on the Lake Apartments

In 1998, the Partnership expended approximately $292,000 on capital
improvements, consisting primarily of carpeting, swimming pool repairs, parking
area improvements, appliances and roof replacement. These improvements were
funded from cash provided by operations and Partnership reserves. Based on a
report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the Managing General Partner on
interior improvements, it is estimated that the property requires approximately
$365,000 of capital improvements over the near-term. Capital improvements
budgeted for, but not limited to, approximately $457,000 are planned for 1999,
including carpeting and vinyl replacement, landscaping improvements, grounds
lighting, air conditioning units, parking lot repairs, and other structural
improvements.

Huntington Athletic Club Apartments

In 1998, the Partnership expended approximately $101,000 on capital
improvements, consisting primarily of carpeting and building improvements.
These improvements were funded from cash provided by operations. Based on a
report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the Managing General Partner on
interior improvements, it is estimated that the property requires approximately
$103,000 of capital improvements over the near-term. Capital improvements
budgeted for, but not limited to, approximately $111,000 are planned for 1999,
including carpet and vinyl replacement and other structural improvements. The
capital improvements planned for 1999 at the Partnership's properties will be
made only to the extent of cash available from operations and Partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

PART II

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

The Partnership, a publicly-held limited partnership, sold 44,882 Limited
Partnership Units aggregating $22,441,000. In addition, the Managing General
Partner contributed a total of $1,000 to the Partnership. The Partnership
currently has 1,434 holders of record owning an aggregate of 44,882 Units. An
affiliate of the Managing General Partner owned 16,997 Units or 37.87% at
December 31, 1998. No public trading market has developed for the Units, and it
is not anticipated that such a market will develop in the future.

During the years ended December 31, 1998 and 1997, distributions of
approximately $1,000,000 ($22.06 per limited partnership unit) and $1,500,000
($33.09 per limited partnership unit) were paid from operations, respectively.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
Subsequent to the Partnership's fiscal year-end a distribution of approximately
$850,000 ($18.75 per limited partnership unit) was paid during January 1999
from refinancing and property sale proceeds from prior years. There can be
no assurance, however, that the Partnership will generate sufficient funds
from operations after required capital expenditures to permit any additional
distributions to its partners in 1999 or subsequent periods.

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

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

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

Results of Operations

The Registrant's net income for the year ended December 31, 1998 was
approximately $288,000 as compared to approximately $117,000 for the year ended
December 31, 1997 (See "Note D" of the financial statements for a reconciliation
of these amounts to the Registrant's federal taxable income). The increase in
net income was due to an increase in total revenue partially offset by an
increase in total expenses. Total revenues increased primarily due to an
increase in rental revenue due to increased occupancy at Williamsburg on the
Lake Apartments and an increase in rental rates at both properties.

Total expenses increased due to increased operating expenses and depreciation
expense partially offset by decreased general and administrative expenses and
interest expense. Operating expenses increased primarily due to increased
insurance expense and management fees at Williamsburg on the Lake Apartments and
a payable write-off in 1997 associated with the 1996 refinancing of the loan
encumbering Williamsburg on the Lake Apartments. Depreciation expense increased
as property additions completed in 1997 and 1998 began to be depreciated. The
capital improvements were incurred to attract new tenants and increase the curb
appeal of the properties. General and administrative expenses decreased due to
the Partnership management fee earned by the Managing General Partner in 1997.
The Managing General Partner was not entitled to this fee in 1998 (See "Item 7.
Financial Statements - Note E" for further discussions of this fee). In
addition, there was a reduction in management reimbursements. Included in
general and administrative expenses at both December 31, 1998 and 1997 are
management reimbursements to the Managing General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included. The decrease in
interest expense relates to the refinancing of the mortgage encumbering
Williamsburg on the Lake Apartments which resulted in the payment of reduced
interest in 1998.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Registrant from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Registrant from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1998, the Partnership held cash and cash equivalents of
approximately $1,746,000 compared to approximately $1,777,000 at December 31,
1997. The $31,000 decrease in cash and cash equivalents is due to approximately
$1,066,000 of cash used by financing activities and approximately $551,000 of
cash used by investing activities, which were partially offset by approximately
$1,586,000 of cash provided by operating activities. Cash used in financing
activities consisted of payments of principal made on mortgages encumbering
Huntington Athletic Club Apartments and partner distributions. Cash used in
investing activities consisted of capital improvements and deposits to escrow
accounts maintained by the mortgage lender. The Registrant invests its working
capital reserves in a money market account.

The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At December 31, 1998 and 1997, the Partnership had no outstanding
amounts due under this line of credit. Based on present plans, the Managing
General Partner does not anticipate the need to borrow against the line of
credit in the near future. Other than unrestricted cash and cash equivalents,
the line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Registrant has
budgeted, but is not limited to, approximately $568,000 in capital improvements
for all of the Registrant's properties in 1999. Budgeted capital improvements
at Williamsburg on the Lake Apartments include carpeting and vinyl replacement,
landscaping improvements, grounds lighting, air conditioning units, parking lot
repairs, and other structural improvements. Budgeted capital improvements at
Huntington Athletic Club Apartments include carpet and vinyl replacement and
other structural improvements. The capital expenditures will be incurred only
if cash is available from operations or from Partnership reserves. To the
extent that such budgeted capital improvements are completed, the Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. Huntington
Athletic Club Apartment's mortgage indebtedness of approximately $3,458,000 is
amortized over 300 months with a balloon payment of approximately $3,211,000 due
in February 2002. The mortgage encumbering the Williamsburg on the Lake
Apartments requires interest only payments with the principal balance of
$7,400,000 due in November 2003. The Managing General Partner will attempt to
refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Registrant will risk losing such property through foreclosure.

Cash distributions from operations of approximately $1,000,000 and $1,500,000
were made during the years ended December 31, 1998 and 1997, respectively.
During the first quarter of fiscal 1999, the Registrant made a distribution of
approximately $850,000 from refinancing and property sale proceeds from prior
years. The Registrant's distribution policy is reviewed on a quarterly basis.
There can be no assurance, however, that the Registrant will generate sufficient
funds from operations after required capital improvements to permit further
distributions to its partners in 1999 or subsequent periods.

Year 2000 Compliance

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

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

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

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

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

Computer Hardware:

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

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

Computer software:

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

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

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

Operating Equipment:

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

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

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

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

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

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

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

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

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

Costs to Address Year 2000

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

Risks Associated with the Year 2000

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

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

Contingency Plans Associated with the Year 2000

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

ITEM 7. FINANCIAL STATEMENTS

NATIONAL PROPERTY INVESTORS 8

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Reports

Balance Sheet - December 31, 1998

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

Statements of Changes in Partners' Capital (Deficit) - Years ended December 31,
1998 and 1997

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

Notes to Financial Statements

Independent Auditors Report

To the Partners
National Property Investors 8

We have audited the accompanying balance sheet of National Property Investors 8
as of December 31, 1998, and the related statements of operations, changes in
partners' capital (deficit) and cash flows for the year then ended. 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 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 misstate-
ment. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 8
at December 31, 1998, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
March 3, 1999

Independent Auditors' Report

To the Partners
National Property Investors 8
Greenville, South Carolina

We have audited the accompanying statements of operations changes in partner's
capital and cash flows of National Property Investors 8 (a limited partnership)
(the "Partnership") for the year ended December 31, 1997. 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 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 misstate-
ment. 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, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of National
Property Investors 8 as of December 31, 1997, in conformity with generally
accepted accounting principles.

/s/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants

New York, N.Y.
January 16, 1998

NATIONAL PROPERTY INVESTORS 8

BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 1,746

Receivables and deposits 281

Restricted escrows 786

Other assets 177

Investment properties (Notes C and F):

Land $ 1,970

Buildings and related personal property 28,459

30,429

Less accumulated depreciation (16,288) 14,141

$ 17,131

Liabilities and Partners' Capital

Liabilities

Accounts payable $ 54

Tenant security deposit liabilities 66

Accrued property taxes 470

Other liabilities 167

Mortgage notes payable (Note C) 10,858

Partners' Capital (Deficit)

General partner $ (168)

Limited partners (44,882 units issued

and outstanding) 5,684 5,516

$ 17,131

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 8

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,

1998 1997

Revenues:

Rental income $ 4,490 $ 4,254

Other income 444 430

Total revenues 4,934 4,684

Expenses:

Operating 1,828 1,688

General and administrative 226 283

Depreciation 1,204 1,169

Interest 924 971

Property taxes 464 456

Total expenses 4,646 4,567

Net income (Note D) $ 288 $ 117

Net income allocated to general partner (1%) $ 3 $ 1

Net income allocated to limited partners (99%) 285 116

$ 288 $ 117

Net income per limited partnership unit $ 6.35 $ 2.58

Distribution per limited partnership unit $ 22.06 $ 33.09

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 8

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

Limited

Partnership General Limited

Units Partner Partners Total

Original capital contributions 44,882 $ 1 $22,441 $22,442

Partners' (deficit) capital at

December 31, 1996 44,882 (147) 7,758 7,611

Distribution to partners -- (15) (1,485) (1,500)

Net income for the year ended

December 31, 1997 -- 1 116 117

Partners' (deficit) capital at

December 31, 1997 44,882 (161) 6,389 6,228

Distribution to partners -- (10) (990) (1,000)

Net income for the year ended

December 31, 1998 -- 3 285 288

Partner's (deficit) capital at

December 31, 1998 44,882 $ (168) $ 5,684 $ 5,516

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 8

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net income $ 288 $ 117

Adjustments to reconcile net income to net cash

provided by operating activities:

Amortization of loan costs 38 38

Depreciation 1,204 1,169

Change in accounts:

Receivables and deposits 3 80

Other assets 13 --

Accounts payable 33 (238)

Tenants security deposit liabilities (1) (12)

Accrued property taxes 1 81

Other liabilities 7 9

Net cash provided by operating activities 1,586 1,244

Cash flows from investing activities:

Property improvements and replacements (393) (500)

Net (deposits to) withdrawals from restricted escrows (158) 735

Net cash (used in) provided by

investing activities (551) 235

Cash flows from financing activities:

Payments on mortgage note payable (66) (59)

Loan costs paid -- (14)

Distribution to partners (1,000) (1,500)

Net cash used in financing activities (1,066) (1,573)

Net decrease in cash and cash equivalents (31) (94)

Cash and cash equivalents at beginning of year 1,777 1,871

Cash and cash equivalents at end of year $ 1,746 $ 1,777

Supplemental disclosure of cash flow information:

Cash paid for interest $ 887 $ 936

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 8

Notes to Financial Statements

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: National Property Investors 8, a California Limited Partnership
(the "Partnership" or "Registrant"), was organized under the Uniform Limited
Partnership Laws of California on June 26, 1984. NPI Equity Investments, Inc.
is the managing general partner (the "Managing General Partner") of the
Partnership. The Managing General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO"). See "Note B - Transfer of
Control". The directors and officers of the Managing General Partner also serve
as executive officers of AIMCO. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2008 unless terminated prior to such
date. The Partnership operates two properties, one located in Indianapolis,
Indiana and one located in Morrisville, North Carolina.

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

Allocation of Profits, Gains, and Losses: Profits, gains and losses of the
Partnership are allocated between the general and limited partners in accordance
with the provisions of the Partnership Agreement.

Profits, not including gains from property dispositions, are allocated as if
they were distributions of net cash from operations.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income as shown in the statements of operations and changes in
partner's capital for 1998 and 1997 were allocated 99% to the limited partners
and 1% to the general partners. Net income per limited partnership unit for
each such year was computed as 99% of net income divided by 44,882 units
outstanding.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.

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

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984 and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 7 years.

Loan Costs: Loan costs of approximately $286,000, less accumulated amortization
of approximately $118,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

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

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Managing General Partner's policy is to offer rental concessions
during periods of declining occupancy or in response to heavy competition from
other similar complexes in the area. Concessions are charged against rental
income as incurred.

Restricted Escrows:

Reserve Account: A general reserve account was established in 1996 with the
refinancing proceeds for Williamsburg on the Lake Apartments. These funds were
established to cover necessary repairs and replacements of existing
improvements. The balance at December 31, 1998, is approximately $771,000,
which includes interest.

Investment Properties: Investment properties consist of two apartment complexes
and are stated at cost. Acquisition fees are capitalized as a cost of real
estate. In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Partnership
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. Costs of apartment properties that have
been permanently impaired have been written down to appraised value. No
adjustments for impairment of value were recorded in the years ended December
31, 1998 or 1997.

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

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $87,000 and $85,000 for the years ended
December 31, 1998 and 1997, respectively were charged to expense as incurred.

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

NOTE B - TRANSFER OF CONTROL

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

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

Principal Monthly Principal

Balance At Payment Stated Balance

December 31, Including Interest Maturity Due At

Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)

Williamsburg on the

Lake Apartments (1) $ 7,400 $ 45 7.33% 11/03 $ 7,400

Huntington Apartments 3,458 34 9.85% 2/02 3,211

Total $10,858 $10,611

(1) Interest only payments.

The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from respective
apartment properties. The notes require prepayment penalties if repaid prior to
maturity. Further, the properties may not be sold subject to existing
indebtedness.

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

1999 72

2000 79

2001 88

2002 3,219

2003 7,400

$10,858

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.

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

1998 1997

Net income as reported $ 288 $ 117

Add (deduct):

Depreciation differences 103 124

Miscellaneous 102 12

Federal taxable income $ 493 $ 253

Federal taxable income

per limited partnership unit $10.88 $ 5.58

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

1998

Net assets as reported $5,516

Land and buildings (1,268)

Accumulated depreciation (660)

Syndication and distribution costs 2,637

Prepaid rent 86

Other 29

Net assets - Federal tax basis $6,340

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the year ended December 31, 1998
and 1997:

1998 1997

(in thousands)

Property management fees (included

in operating expense) $245 $233

Reimbursement for services of affiliates

(included in operating and general and

administrative expenses, and investment

properties) (1) $108 $146

Non-accountable partnership reimbursement

(included in general and administrative

expense) $ 67 $ 67

Partnership management fee (included

in general and administrative expense) $ -- $ 30

(1) Included in "Reimbursements for services of affiliates" for 1998 and 1997
are reimbursements for construction oversight costs in the amount of
approximately $6,000 and $28,000, respectively.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $245,000 and $233,000 for the years ended
December 31, 1998 and 1997, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $108,000 and $146,000 for the
years ended December 31, 1998 and 1997, respectively.

For services relating to the administration of the Partnership and operation of
its properties, the Managing General Partner is entitled to receive payment for
non-accountable expenses up to a maximum of $150,000 per year, based upon the
number of Partnership units sold, subject to certain limitations. The Managing
General Partner received approximately $67,000 for each year ending December 31,
1998 and 1997, for non-accountable expense reimbursements.

In addition to the reimbursement discussed above, the Managing General Partner
is entitled to receive a Partnership management fee for managing the affairs of
the Partnership. The fee is equal to 4% of the Registrant's adjusted cash from
operations, as defined in the Partnership Agreement, in any year, provided that
50% of the fee shall not be paid until the Partnership has distributed to the
limited partners adjusted cash from operations in such year which is equal to 5%
of the limited partners' adjusted invested capital, as defined, on a non-
cumulative basis. In addition, 50% shall not be paid until the Partnership has
distributed to the limited partners adjusted cash from operations in such year
which is equal to 8% of the limited partners' adjusted invested capital on a
non-cumulative basis. The fee shall be paid when adjusted cash from operations
is distributed to the limited partners. For the year ended December 31, 1997,
the Managing General Partner received $30,000 in Partnership management fees.
For the year ended December 31, 1998, the Managing General Partner was not
entitled to this fee.

AIMCO currently owns, through an affiliate, a total of 16,997 limited
partnership units or approximately 37.87%. Consequently, AIMCO could be in a
position to significantly influence all voting decisions with respect to the
Registrant. Under the Partnership Agreement, unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters.
When voting on matters, AIMCO would in all likelihood vote the Units acquired in
a manner favorable to the interest of the Managing General Partner because of
their affiliation with the Managing General Partner. However, DeForest Ventures
II L.P., from whom Insignia Properties, L.P. acquired its units, had agreed for
the benefit of non-tendering unitholders, that it would vote its Units: (i)
against any increase in compensation payable to the Managing General Partner or
to affiliates; and (ii) on all other matters submitted by it or its affiliates,
in proportion to the votes cast by non tendering unit holders. Except for the
foregoing, no other limitations are imposed on Insignia Properties, L.P.'s right
to vote each Unit acquired.

From January 1, 1997, through August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Managing
General Partner with an insurer unaffiliated with the Managing General Partner.
An affiliate of the Managing General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Managing General Partner which
receives payment on these obligations from the agent. The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the Managing General Partner by virtue of the agent's obligations was not
significant.

The Managing General Partner is entitled to receive 1% of adjusted cash from
operations and an allocation of 1% of the net income or loss of the Partnership.
A distribution of adjusted cash from operations totaling approximately
$1,000,000 was declared and paid during the third quarter of 1998, and the
Managing General Partner received its share of approximately $10,000 from this
distribution. A distribution of adjusted cash from operations totaling
approximately $1,500,000 was declared and paid during the third quarter of 1997
and the Managing General Partner received its share of approximately $15,000
from this distribution. Upon sale of all properties and termination of the
Partnership, the general partner may be required to contribute certain funds to
the Partnership in accordance with the partnership agreement.

Upon sale of Partnership properties, the Managing General Partner will be
entitled to an incentive compensation fee equal to a declining percentage of the
difference between the total amount distributed to limited partners and the
appraised value of their investment at February 1, 1992. The percentage amount
to be realized by the Managing General Partner, if any, will be dependent upon
the year in which the property is sold. Payment of the incentive compensation
fee is subordinated to the receipt by the limited partners, of: (a)
distributions from capital transaction proceeds of an amount equal to their
present appraised investment in the Partnership at February 1, 1992; and (b)
distributions from all sources (capital transactions as well as cash flow) of an
amount equal to six percent (6%) per annum cumulative, noncompounded, on their
present appraised investment in the Partnership at February 1, 1992.

NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series (NPI Partnerships). The
maximum draw available to the Partnership under the Partnership Revolver is
$500,000. Loans under the Partnership Revolver will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (i) the removal of the
managing general partner (whether or not For Cause); (ii) the sale or
refinancing of a property by the Partnership (whether or not a borrowing under
the Partnership Revolver was made with respect to such property); or (iii) the
liquidation of the Partnership. The Partnership has not borrowed under the
Partnership Revolver, to date.

NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Cost

Buildings Capitalized

and Related (Removed)

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Williamsburg on the $ 7,400 $ 590 $14,822 $ 3,322

Lake Apartments

Huntington Apartments 3,458 1,368 9,233 1,094

Total $10,858 $ 1,958 $24,055 $ 4,416

Gross Amount at Which Carried

At December 31, 1998

(in thousands)

Buildings

And Related Year

Personal Accumulated of Date Depreciable

Description Land Property Total Depreciation Construction Acquired Life-Years

(in thousands)

Williamsburg on the

Lake Apartments $ 594 $18,140 $18,734 $11,814 1974-1976 3/86 5-27 yrs

Huntington Apartments 1,376 10,319 11,695 4,474 1986 2/88 5-29 yrs

Total $ 1,970 $28,459 $30,429 $16,288

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $30,036 $29,536

Property improvements 393 500

Balance at end of year $30,429 $30,036

Accumulated Depreciation

Balance at beginning of year $15,084 $13,915

Additions charged to expense 1,204 1,169

Balance at end of year $16,288 $15,084

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $29,161,000 and $28,769,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997 is approximately $16,948,000 and
$15,847,000, respectively.

NOTE G - SEGMENT REPORTING

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

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

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

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

1998
Residential Other Totals
Rental income $ 4,490 $ -- $ 4,490
Other income 335 109 444
Interest expense 924 -- 924
Depreciation 1,204 -- 1,204
General and administrative expense -- 226 226
Segment profit (loss) 405 (117) 288
Total assets 15,636 1,495 17,131
Capital expenditures for investment
properties 393 -- 393

1997
Residential Other Totals
Rental income $ 4,254 $ -- $ 4,254
Other income 337 93 430
Interest expense 971 -- 971
Depreciation 1,169 -- 1,169
General and administrative expense -- 283 283
Segment profit (loss) 307 (190) 117
Total assets 16,160 1,709 17,869
Capital expenditures for investment
properties 500 -- 500

NOTE H - LEGAL PROCEEDINGS

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

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

Effective November 10, 1998, the Registrant dismissed its prior Independent
Auditors, Imowitz Koenig and Company LLP ("Imowitz"). Imowitz' Independent
Auditor's Report on the Registrant's financial statements for calendar year
ended December 31, 1997 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent Auditors was approved
by the Managing General Partner's Directors. During the calendar year ended
1997 and through November 10, 1998, there were no disagreements between the
Registrant and Imowitz on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which
disagreements if not resolved to the satisfaction of Imowitz, would have caused
it to make references to the subject matter of the disagreements in connection
with its reports.

Effective November 24, 1998, the Registrant engaged Ernst & Young LLP as its
Independent Auditors. During the last two calendar years and through November
10, 1998, the Registrant did not consult Ernst and Young LLP regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

PART III

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

National Property Investors 8 (the "Partnership" or the "Registrant") has no
officers or directors. The managing general partner of the Partnership is NPI
Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner"). NPI
Equity was a wholly owned subsidiary of National Properties, Inc. ("NPI, Inc.")
until December 31, 1996, at which time Insignia Properties Trust ("IPT"),
acquired the stock of NPI Equity. On February 26, 1999 IPT merged into
Apartment Investment and Management Company ("AIMCO").

The names and ages of, as well as the positions and offices held by, the
executive officers and directors of the Managing General Partner are set forth
below. There are no family relationships between or among any officers or
directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

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

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

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or renumeration was paid by the Parnership to any
officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any renumeration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12. Certain Relationships and Related Transactions".

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1998.

Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class

Insignia Properties, L.P. 16,997 37.87%

Insignia Properties, L.P. is indirectly ultimately owned by AIMCO. Its business
address is 55 Beattie Place, Greenville, SC 29602

As a result of its ownership of 16,997 units, Insignia Properties L.P. could be
in a position to significantly influence all voting decisions with respect to
the Partnership. Under the Partnership Agreement, unitholders holding a majority
of the Units are entitled to take action with respect to a variety of matters.
When voting on matters, Insignia Properties, L.P. would in all likelihood vote
the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.
However, DeForest Ventures II L.P., from whom Insignia Properties, L.P. acquired
its units, had agreed for the benefit of non-tendering unitholders, that it
would vote its Units: (i) against any increase in compensation payable to the
Managing General Partner or to affiliates; and (ii) on all other matters
submitted by it or its affiliates, in proportion to the votes cast by non
tendering unit holders. Except for the foregoing, no other limitations are
imposed on Insignia Properties, L.P.'s right to vote each Unit acquired.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 37.87% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnerships interests in AIMCO
OP. While such an exchange offer is possible, no definite plans exist as to
when or whether to commence such an exchange offer, or as to the terms of any
such exchange offer, and it is possible that none will occur.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1998 1997

(in thousands)

Property management fees $245 $233

Reimbursement for services of affiliates (1) $108 $146

Non-accountable Partnership reimbursement $ 67 $ 67

Partnership management fee $ -- $ 30

(1) Included in "Reimbursements for services of affiliates" for 1998 and 1997
are reimbursements for construction oversight costs in the amount of
approximately $6,000 and $28,000, respectively.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates $245,000 and $233,000 for the
years ended December 31, 1998 and 1997, respectively.

AIMCO currently owns, through an affiliate, a total of 16,997 units or
approximately 37.87%. Consequently, AIMCO could be in a position to
significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner. However, DeForest Ventures II
L.P., from whom Insignia Properties, L.P. acquired its units, had agreed for the
benefit of non-tendering unitholders, that it would vote its Units: (i) against
any increase in compensation payable to the Managing General Partner or to
affiliates; and (ii) on all other matters submitted by it or its affiliates, in
proportion to the votes cast by non tendering unit holders. Except for the
foregoing, no other limitations are imposed on Insignia Properties, L.P.'s right
to vote each Unit acquired.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

The Exhibits listed on the accompanying Index to Exhibits are filed
as part of this Annual Report and incorporated in this Annual
Report as set forth in said Index.

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

Current Report on Form 8-K dated October 1, 1998 and filed October
31, 1998, disclosing change in control of the Registrant from
Insignia Financial Group, Inc. to AIMCO.

Current Report on Form 8-K dated November 10, 1998 and filed
November 17, 1998, disclosing the dismissal of Imowitz Koenig &
Co., LLP as the Registrant's certifying accountant.

Current Report on Form 8-K dated December 9, 1998 and filed
December 10, 1998, disclosing the engagement of Ernst & Young, LLP
as the registrant's certifying accountant.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NATIONAL PROPERTY INVESTORS 8

By: NPI EQUITY INVESTMENTS, INC.
Managing General Partner

By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President

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

Date: March 31, 1999

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

/s/ Patrick J. Foye Executive Vice President Date: March 31, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 31, 1999
Timothy R. Garrick and Director

NATIONAL PROPERTY INVESTORS 8

EXHIBIT INDEX

Exhibit Number Description of Exhibit

2.5 Master Indemnity Agreement (1)

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

3.4 Agreement of Limited Partnership (2)

3.4 Amendments to the Agreement of Limited Partnership (3)

3.4 Amendments to the Agreement of Limited Partnership (4)

3.4 Amendments to the Agreement of Limited Partnership (5)

10.18 Property Management Agreement dated June 21, 1991 by and between the
Registrant and NPI Management with respect to the Registrant's
properties (6)

10.19 Deed of Trust and Security Agreement among the Registrant and Morgan
Guaranty Trust Company of New York, as Trustee, as Lender as it
pertains to Huntington Apartments (7)

10.25 Multifamily Mortgage dated November 1, 1996, between National
Property Investors 8, a California Limited Partnership and Lehman
Brothers Holdings Inc., relating to Williamsburg I & II (8)

16 Letter dated November 10, 1998 from the Registrant's former
independent accountant regarding its concurrence with the statements
made by the Registrant (9)

27 Financial Data Schedule

______________

(1) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.

(2) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated May 13, 1985 contained in the Registrant's
Registration Statement on Form S-11 (Reg. No. 2-95864).

(3) Incorporated by reference to Exhibits 3, 4(b) to the Registrant's
Form 10-K for the fiscal year ended December 31, 1985.

(4) Incorporated by reference to the definitive Proxy Statement of the
Registrant dated April 3, 1991.

(5) Incorporated by reference to the Statement Furnished In Connection
With The Solicitation Of Consents of the Registrant dated August 28,
1992.

(6) Incorporated by reference to the Registrant's Annual Report of Form
10-K for the year ended December 31, 1991. Identical agreements have
been entered into for each of the Registrant's properties. The only
difference in the agreements is that the applicable property name has
been inserted into the agreement.

(7) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991.

(8) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.

(9) Incorporated by reference to the Registrant's Current Report on Form
8-K dated November 10, 1998.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 8 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000763701
<NAME> NATIONAL PROPERTY INVESTORS 8
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,746
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 30,429
<DEPRECIATION> (16,288)
<TOTAL-ASSETS> 17,131
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,858
0
0
<COMMON> 0
<OTHER-SE> 5,516
<TOTAL-LIABILITY-AND-EQUITY> 17,131
<SALES> 0
<TOTAL-REVENUES> 4,934
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,646
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 924
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 288
<EPS-PRIMARY> 6.35<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>