OUTLOOK INCOME GROWTH FUND VIII
8-K, 1995-07-21
REAL ESTATE
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                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.   20549

                    ---------------------------------------------

                                       FORM 8-K

                                    CURRENT REPORT

          Pursuant  to Section 13 or 15  (d) of the Securities Exchange Act
          of 1934

          Date of Report (Date of earliest event reported) April 27, 1995 
                                                            -------------


                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP
                -----------------------------------------------------
                (Exact name of registrant as specified in its charter)


             California                 0-14593               33-0104267
          ----------------            ----------             -------------
           (State or other            (Commission           (IRS Employer
          jurisdiction of             File Number)            I.D. Number)
           incorporation)


          400 South El Camino Real, Ste. 1100, San Mateo, California 94402
          -----------------------------------------------------------------
                       (Address of principal executive offices)

          Registrant's  Telephone number, including  area code:  (415) 343-9300
                                                                 --------------
                                         N/A
             --------------------------------------------------------------
              (Former name or former address, if changes since last report)



                      This form 8-K contains a total of 5 pages.


                                No Exhibits Required.







                                     Page 1 of 5








          Item 2.  Disposition of Real Estate

          On April 27, 1995, the deed of trust securing the 175 S.W. Temple
          property  owned  by  175  S.W. Temple  Associates,  a  California
          Limited  Partnership   (the  "Partnership"),  of   which  Outlook
          Income/Growth Fund  VIII, A  California Limited Partnership  (the
          "Registrant"), was  the majority partner, was  foreclosed and the
          lender obtained title to the property.  The first trust deed note
          was due  to mature on May  1, 1995.  The  Registrant had informed
          the lender,  both orally  and  in writing,  that the  Partnership
          could not  refinance the  existing obligation  to  the lender  in
          order  to pay  all  amounts owing  under  the note  at  maturity.
          Because the existing  lender had shown  no willingness to  extend
          the maturity date, or otherwise work toward a realistic solution,
          the only prudent action was to negotiate an amicable foreclosure.
          The  agreement  relieved the  Registrant  of its  guarantee  of a
          portion of the outstanding debt.  At December 31, 1994, the total
          outstanding debt  (including  previously deferred  interest)  was
          $10,077,000  while  the book  value  of  net assets  approximated
          $7,505,000.

          On the following  pages is  the pro  forma financial  information
          representing the Registrant's December 31, 1994 balance sheet and
          the statement of operations for the year ended December 31, 1994,
          adjusted  to eliminate the balances  and operating results of the
          sold property.






























                                     Page 2 of 5






<TABLE>
<CAPTION>
    OUTLOOK INCOME/GROWTH FUND VIII,
    A CALIFORNIA LIMITED PARTNERSHIP

    Consolidated Statement of Operations
   (in thousands, except per unit amounts)
                 (unaudited)    
                                                   For the Year Ended
                                                   ------------------
<S>                                  <C>              <C>          <C>
                                                       Pro Forma
                                      December 31,     Pro Forma    December 31,
                                          1994        Adjustments       1994
                                      ------------   ------------   ------------
   Revenues:
     Operating                         $  4,718         (1,525)          3,193
     Interest and other                     122            (37)             85
     Gain on sale of property             2,088              -           2,088
                                        -------       --------        --------
       Total revenues                     6,928         (1,562)          5,366
                                        -------       --------        --------
   Expenses:
     Operating                            1,778           (728)          1,050
     Interest                             2,157           (592)          1,565
     Depreciation and amortization        1,300           (514)            786
     General and administrative             655            (47)            608
                                        -------       --------        --------
       Total expenses                     5,890         (1,881)          4,009
                                        -------       --------        --------
   Loss before equity in loss of
    unconsolidated joint venture          1,038            319           1,357 

   Equity in loss of unconsolidated
    joint venture                          (670)             -            (670)
                                        -------       --------        --------
   Net loss                             $   368            319             687
                                        =======       ========        ========
   Net loss per limited partnership
    "Current Unit"                      $ 29.33          25.42           54.75
                                        =======       ========        ========
</TABLE>

















                                     Page 3 of 5






<TABLE>
<CAPTION>
    OUTLOOK INCOME/GROWTH FUND VIII,
    A CALIFORNIA LIMITED PARTNERSHIP

         Consolidated Balance Sheet
   (in thousands, except units oustanding)
                 (unaudited)
<S>                                  <C>              <C>            <C>    
                                                       Pro Forma
                                      December 31,     Pro Forma    December 31,
                                          1994        Adjustments       1994
                                      ------------   ------------   ------------
   Real estate investments, at cost:
     Land                              $  7,885                          7,885
     Buildings and improvements          13,991                         13,991
                                       --------                       --------
                                         21,876                         21,876
     Less accumulated depreciation
       and amortization                  (4,198)                        (4,198)
                                       --------                       --------
         Net real estate investments     17,678                         17,678 

   Real estate held pending
    foreclosure, net                      7,468         (7,468)              0
   Investment in unconsolidated
    joint venture                           404                            404
   Cash and cash equivalents              2,297                          2,297
   Accounts receivable, net                 147              2             149
   Prepaid expenses and other assets,
    net                                     107            (31)             76
   Notes receivable from unconsolidated
    joint venture                           683                            683
   Deferred financing costs and other
    fees, net                               203            (18)            185
                                       --------       --------         -------
                                       $ 28,987         (7,515)         21,472
                                       ========       ========         =======
   Liabilities and Partners'
    Equity (Deficit)
   ------------------------
   Notes payable - secured            $  25,205        (10,077)         15,128
   Accounts payable                           2             (1)              1
   Accrued expenses                         196             (3)            193
   Deferred income and security
    deposits                                 59             (6)             53
                                       --------        --------       --------
     Total liabilities                   25,462        (10,087)         15,375 

   Partners' equity (deficit):
     General Partner                       (189)            51            (138)
     Limited Partners, 35,000 limited
       partnership units outstanding      3,714          2,521           6,235
                                       --------       --------        --------
     Total partners' equity               3,525          2,572           6,097
                                       --------       --------        --------
                                      $  28,987         (7,515)         21,472
                                       ========       ========        ======== 

                                     Page 4 of 5
</TABLE>








                                      SIGNATURES


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

                                        OUTLOOK INCOME/GROWTH FUND VIII,
                                        A CALIFORNIA LIMITED PARTNERSHIP


                                        By: Glenborough Realty Corporation,
                                            a California corporation
                                            Managing General Partner





          Date: April 27, 1995          By:                                

                                            Andrew Batinovich
                                            Senior Vice President,
                                            Chief Financial Officer
                                            and Director































                                     Page 5 of 5








                                      SIGNATURES


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


                                        OUTLOOK INCOME/GROWTH FUND VIII,
                                        A CALIFORNIA LIMITED PARTNERSHIP


                                        By: Glenborough Realty Corporation,
                                            a California corporation
                                            Managing General Partner





          Date: April 27, 1995          By: /s/ Andrew Batinovich         
                                            ---------------------------
                                            Andrew Batinovich
                                            Senior Vice President,
                                            Chief Financial Officer
                                            and Director




























                                            Page 5 of 5




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