SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Southwest Oil & Gas Income Fund VIII-A, L.P.
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. [ ] (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
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CUSIP No. Not Applicable
(1) Names of Reporting Persons Southwest Royalties, Inc.
S.S. or I.R.S. Identification 75-1917432
Nos. of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(3) SEC Use Only
(4) Source of Funds WC
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e) Not Applicable
(6) Citizenship or Place of
Organization Delaware corporation
Number of Shares/Units Beneficially Owned by Each Reporting Person
With:
(7) Sole Voting Power 937.0 Units
(8) Share Voting Power None
(9) Sole Dispositive Power 937.0 Units
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 937.0 Units
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares Not Applicable
(13) Percent of Class Represented
by Amount in Row (11) 6.9% of class of
13,596 Units
(14) Type of Reporting Person CO (Managing General
Partner of Issuer)
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Item 1. Type of Security: Limited Partnership
Interests ("Units")
Name of Issuer: Southwest Oil & Gas
Income Fund VIII-A, L.P.
Address of Issuer's 407 N. Big Spring St.
Principal Executive Suite 300
Offices: Midland, Texas 79701-4326
Item 2(a). Name of Person
Filing: Southwest Royalties, Inc.
Item 2(b). Address of Principal 407 N. Big Spring St.
Business Office: Midland, Texas 79701-4326
Item 2(c). Present Occupation: Not Applicable
Item 2(d). Criminal Convictions: None
Item 2(e). Civil Securities Laws
Injunctions or
Prohibitions: None
Item 2(f). Citizenship: Delaware, U.S.A.
Item 3. Source of Funds: Working capital of the
Reporting Person.
Item 4. Purpose of Transactions:
Satisfied requirements of the Right of Presentment contained
in the Issuer's Agreement of Limited Partnership whereby the
Reporting Person, as Managing General Partner, agrees to
acquire Units from limited partners seeking an exit from the
Issuer at a formula price.
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Item 5. Interest in Securities
The Reporting Person, which is the Issuer: Managing General
Partner of the Issuer, holds a total of 937.0 Units of limited
partnership interests over which it has sole voting and
dispositive powers. These Units represent 6.9% of the total
13,596 Units which are issued and outstanding. The purchase
transactions which resulted in the ownership of the Reporting
Person increasing from 5.3% to 6.9% occurred between September
1, 1996 and July 31, 1997 when the Reporting Person purchased
an additional 217.0 Units as part of the Issuer's Right of
Presentment program. The price per unit ranged from $126.28
to $244.53.
Item 6. Contracts, Arrangements,
Undertakings or Relationships
with Respect to Securities of
the Issuer: Not Applicable
Item 7. Material to Be Filed as
Exhibits: Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: August 5, 1997 By: /s/ Bill E. Coggin
-------------------------
Bill E. Coggin
Vice-President
Southwest Royalties, Inc.
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