AMERICAN LEASING INVESTORS VIII-B L P
8-K, 1997-08-08
COMPUTER RENTAL & LEASING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT





                Date of Report (Date of earliest event reported).
                                  July 25, 1997



                     AMERICAN LEASING INVESTORS VIII-B, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        Delaware                     0-15801                   13-3275939
- --------------------------------------------------------------------------------
(State or other jurisdiction        Commission               (I.R.S. Employer
of incorporation)                   File Number                I.D. Number)




                   411 West Putnam Avenue, Greenwich, CT 06830
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



       Registrant's Telephone Number including area code: (203) 862-7000
<PAGE>
ITEM 1.  Changes in Control of Registrant

On July 25, 1997,  Wexford  Management LLC ("Wexford"),  the  administrator  for
Presidio  Capital  Corp.  ("Presidio"),  the  parent  company  of ALI  Equipment
Management  Corp.,  ALI Capital Corp.  and Presidio  Boram Corp.,  the Managing,
Corporate and Associate  General  Partners,  respectively,  of American  Leasing
Investors VIII-B,  L.P. (the  "Partnership") and Integrated  Resources Equipment
Group,  Inc.,  received notice from Presidio Holding Company,  LLC, which stated
that it was the  holder  of 63% of the  outstanding  Class A  common  shares  of
Presidio,  that it was seeking to remove the three current Class A directors and
replacing them with Edward  Scheetz,  David Hamamoto and David King effective as
of 12:00 p.m. on September 2, 1997.  Wexford has not determined whether Presidio
Holding Company,  LLC has the right to seek and obtain removal or replacement of
the  current  Class A  directors  pursuant  to  such  notice.  If such  holder's
ownership  is  confirmed,  the other  Class A  shareholders  will be entitled to
certain representation on the Board.
<PAGE>

                                   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.


                                         American Leasing Investors VIII-B, L.P.
                                   By:   ALI Equipment Management Corp.
                                         Managing General Partner



                                         /s/Douglas J. Lambert
                                         ---------------------
                                         Douglas J. Lambert
                                         President (Principal Executive 
                                         and Financial Officer)














Date: August 7, 1997


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