Form 3
OMB APPROVAL
OMB NUMBER 3235-0104
Expires: September 30, 1998
Estimated Average burden
hours per response. . . 0.5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
(Print or Type Responses)
1. Name and Address of Reporting Person
Ray, Richard B.
(Last) (First) (Middle)
c/o Windsor Real Estate Investment Trust 8
6430 South Quebec Street
(Street)
Englewood, Colorado 80111
(City) (State) (Zip)
2. Date of Event Re-Requiring Statement
(Month/Day/Year)
September 1997
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Windsor Real Estate Investment Trust 8 (No ticker or trading symbol)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
X Director* 10% Owner
___ Officer (give ___ Other (specify
title below) below)
* Reporting Person is a Trustee of the Issuer, which is a real
estate investment trust, which relationship is comparable to
being a Director of a corporation.
6. If Amendment, Date of Original
(month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One
Reporting Person
Form filed by More than
One reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Instr. 4)
None, the Reporting Person does not own any securities of the Trust.
2. Amount of Securities Beneficially Owned
(Instr. 4)
None.
3. Ownership Form: Direct (D) or Indirect (I) (Instr.5)
Not applicable.
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Not applicable.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
{*}If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
(over)
SEC 1473 (9-96)
FORM 3 (continued) Table II - Derivative Securities
Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
Not applicable.
2. Date Exercisable and
Expiration Date
(Month/Day/
Year)
Not applicable.
Date Exercisable Expiration Date
Not applicable.
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title Amount or Number of Shares
Not applicable.
4. Conversion or Exercise
Price of Derivative
Security
Not applicable.
5. Ownership
Form of Derivative
Security: Direct
(D) or Indirect (I)
(Instr. 5)
Not applicable.
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Not applicable.
Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, see Instruction 6 for
procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
9/23/98
{**}Signature of Reporting Person Date
/S/RICHARD B. RAY
Richard B. Ray
Page 2
SEC 1473 (9-96)
