TRIUMPHE LEASING VIII L P
10KSB, 1998-02-25
EQUIPMENT RENTAL & LEASING, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                             

                                FORM 10-KSB

 X   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
     For the fiscal year ended December 31, 1997

                                    OR

___  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 No. 0-21242

                        TRIUMPHE LEASING VIII L.P.
              (Name of Small Business Issuer in Its Charter)      

Illinois                                     36-3799482
(State or Other Jurisdiction of              (I.R.S. Employer)
Incorporation or Organization)               Identification No.   

  

630 Dundee Road, Suite 345, Northbrook, Illinois  60062   
(Address of principal executive offices, including zip code)
                                    
(847) 509-1500
(Issuer's Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Exchange
Act:
                         Limited Partnership Units

     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 is not 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]

     The issuer's revenues for the fiscal year ended December 31,
1997 were $250,802.

     The aggregate market value of the voting securities of the
registrant beneficially owned by non-affiliates of the registrant
(the exclusion of the market value of the shares owned by any
person shall not be deemed an admission by the registrant that
such person is an affiliate of the registrant) at December 31,
1997 was  $0.*

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None.

* There has not been, nor is there expected to be, a public
market for the limited partnership units;
the market value of $0 is based on the book value per unit of
limited partnership interest.


<PAGE>
                                  PART I

ITEM 1.      DESCRIPTION OF BUSINESS

     The registrant, Triumphe Leasing VIII L.P. (the
"Partnership"), is a limited partnership organized in 1991 under
the Revised Uniform Limited Partnership Act of the State of
Illinois.  The Partnership sold $2,514,768 in Limited Partnership
Units (the "Units") to the public from March 27, 1992 through
December 31, 1993, pursuant to a Registration Statement on Form
S-18 filed with the Securities and Exchange Commission
(Registration No. 33-44929).  The business of the Partnership is
to acquire, own, lease, maintain, manage and sell various items
of new and used computer, computer peripheral, telecommunications
and office equipment (the "Equipment").

     Equipment Acquisition.  The General Partners select
Equipment which they believe will maintain residual value.  Among
the factors adversely affecting the residual values of Equipment,
and which make predictions of residual value uncertain, are
advances in technology that render Equipment obsolete, reductions
in sales prices or rental rates by manufacturers of comparable
new Equipment, and surpluses in the marketplace for comparable
Equipment.  The General Partners utilize data prepared by
recognized appraisal or valuation firms as a guide to estimating
the residual values of Equipment.  

     Terms of Leases.  The General Partners generally lease
Equipment to lessees for initial terms ranging from six months to
six years, under agreements which impose on the lessees all costs
of maintenance, taxes and insurance for the Equipment.  The
leases may grant the lessees options to extend their leases or to
purchase the leased Equipment at the end of the initial lease
terms.  

     Lessees.  The Partnership leases Equipment to lessees it
believes to be creditworthy.  The General Partners will depend
heavily on the lease credit evaluations of the Partnership's
lenders which, in turn, look primarily to rentals under the
leases to repay  their loans.  

     Leverage.  The General Partners typically finance the
purchase of Equipment by the use of nonrecourse loans in an
amount in excess of 50% of the purchase price thereof.  A
nonrecourse loan is one in which the lender agrees that its
recourse in the event of default is limited to the Equipment
securing the loan, the rents payable under the related lease and
the proceeds derived from their sale, and that neither the
Partnership nor any Partner will be liable for payment.  It is
anticipated that generally the loans will be in the maximum
amount which can be repaid with interest out of the lease rentals
receivable during the initial lease terms.  The debt incurred
generally bears a fixed interest rate over the term of the loan,
rather than a variable rate which changes with the prime rate or
other criteria.  

     Refinancing and Sale of Equipment.  In some cases the
Partnership may dispose of its Equipment at the end of the
initial term of the related lease.  This may be accomplished by
(a) selling the Equipment to the lessee, (b) selling the
Equipment in the open market, (c) negotiating an extension of the
lease term, and (d) securing a new lessee and selling the
Equipment subject to the extended or new lease to another
investor. In other cases, at the end of the initial term of a
lease, the Partnership may decide to retain the Equipment and
enter into a new or extended lease.  The Partnership will then
either (a) refinance the Equipment, which will permit the
Partnership to distribute to the Partners any cash received in
the refinancing or (b) retain the debt-free leased Equipment so
as to secure for the Partnership the rental income under the
lease.  The Partnership may also sell the lease prior to the end
of the initial lease term.  It is not anticipated that the terms
of any extended or replacement leases will extend beyond July 11,
2000.

<PAGE>

     Independent Brokers.  Most of the Partnership's Equipment
purchases and related lease opportunities will be brought to its
attention by independent leasing brokers, which will either
charge the Partnership a commission for their services or
alternatively purchase the Equipment and secure the lessee and
then resell the package to the Partnership at a
profit.  Independent brokers may also be compensated by the
Partnership for assisting in the re-leasing and disposition of
its Equipment.  The independent brokers may also participate
in the proceeds of the leases on a percentage or fixed basis
after the Partnership has earned a specified return on its
investment in a lease.  

     No Commitments.  The foregoing description of the business
of the Partnership is only a statement of the present intention
of the General Partners, and should not be viewed as a commitment
as to the Partnership's actual business activities.  The General
Partners are granted unlimited discretion in the Partnership
Agreement to make all decisions regarding the business of the
Partnership.  These decisions will include the type of equipment
to be acquired, the terms of leases, the amount and nature of
borrowings, and the time and terms of Equipment disposition.  The
General Partners intend to exercise sound business judgment in
response to market conditions when making these decisions, which
may result in substantial deviations from the business now
conducted.

     Through December 31, 1997, the Partnership had purchased
equipment for an aggregate purchase price of $19,237,745
including the assumption of debt.  The Equipment owned by the
Partnership as of that date consists of computer hardware and
peripherals.  

     Leases.  The following is a summary of each of the leases
and related Equipment acquired by the Partnership through
December 31, 1997 and owned during 1997:

     1.    Thrift Drug, Inc.

     (a)  Under the terms of a master lease agreement entered
into by Thrift Drug, Inc. ("Thrift") dated January 2, 1992, and
an equipment supplement dated January 2, 1992, Thrift has leased
a computer controller and disk drives manufactured by Hitachi
Data Systems Corporation.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the supplement.  The cost
to the Partnership of the equipment and supplement was $734,431. 
The Partnership paid $24,258 of this amount in cash, and the
balance by assuming existing nonrecourse financing of the
equipment.

     Pursuant to a master lease agreement entered into by the
Partnership and Thrift Drug, Inc., dated as of May 31, 1995, and
an equipment supplement dated May 31, 1995, the Partnership and
Thrift Drug terminated the original master lease agreement and
equipment schedules, and renewed the original equipment. The
initial term of the schedule was 26 months which commenced on
June 1, 1995.  The monthly rent was $9,858.

     After the lease expired, the Partnership took possession of
the equipment and is in the process of selling the equipment. 
There is no assurance that the partnership will be able to sell
this equipment, and if sold there is no assurance with the
respect to the amount to be received by the partnership.

     (b)  Under the terms of (a) a master lease agreement entered
into by Thrift's predecessor, and assumed by Thrift, dated
December 3, 1990, and an equipment supplement dated March 8,

<PAGE>

1991, and (b) a master lease agreement entered into by Thrift
Drug, Inc. dated as of January 2, 1992, and an equipment
supplement dated January 2, 1992, Thrift has leased an IBM
mainframe computer and certain peripheral devices.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the two foregoing described
supplements.  The cost to the Partnership of the equipment and
the two supplements was $9,489,339.  The Partnership paid
$105,000 of this amount in cash, and the balance by assuming
existing nonrecourse financing of the equipment.

     After the expiration of the two supplements, the Partnership
took possession of the Equipment and is in the process of selling
the Equipment.  There is no assurance that the partnership will
be able to sell this equipment, and if sold there is no assurance
with the respect to the amount to be received by the partnership.

     (c)  Under the terms of a master lease agreement entered
into by Thrift dated January 2, 1992, and an equipment supplement
dated August 4, 1992, Thrift has leased 44 laser printers
manufactured by IBM.  The term of the supplement is 36 months,
which commenced on November 1, 1992.  The Partnership has
acquired from the original lessor the equipment and all of the
rights under the supplement.  The cost to the Partnership of the
Equipment and supplement was $235,980.  The Partnership paid
$42,825 of this amount in cash, and the balance by assuming
existing non recourse financing of the equipment.

     (d)  Under the terms of a master lease agreement entered
into by Thrift dated January 2, 1992, and an equipment supplement
dated November, 23 1992, Thrift has leased 4 laser 4 laser
printers manufactured by IBM.  The Partnership has acquired from
the original lessor the equipment and all of the rights under the
supplement.  The cost to the Partnership of the equipment and
supplement was $21,822, which was paid by the Partnership in
cash.  The term of the supplement was 36 months which commenced
on December 1, 1992.  The monthly rent was $600.

     The term of the schedules in (c) and (d) expired in October
1995 and November 1995, respectively, Under the terms of a master
lease dated May 31, 1995, respectively.  Under the terms of a
master lease dated May 31, 1995, and an equipment supplement
dated November 1, 1995, the schedules in (c) and (d) were
renewed with 46 new IBM printers.  The term of the schedule is 36
months commencing November 1, 1995.  The monthly rent is $4,387.

     Thrift operates a chain of retail drug stores.

     2.   Mount Sinai Hospital, New York

     Under the terms of a master lease agreement entered into by
Mount Sinai Hospital ("Mount Sinai") dated May 1, 1992, and an
equipment supplement dated May 28, 1992, Mount Sinai has leased
two laser printers manufactured by IBM.

     The Partnership has acquired from the original lessor the
Equipment and all of the rights under the supplement.  The term
of the supplement was 48 months, which commenced on September 1,
1992.  The monthly rent was $4,400.  The cost to the Partnership
of the Equipment and supplement was $185,539. The Partnership
paid $5,000 of this amount in cash, and the balance by assuming
existing nonrecourse financing of the Equipment.

     The original lease expired in August 1996 and the equipment
was sold in June 1997.

<PAGE>

     3.    ICI Americas Inc.

     Under the terms of a master lease agreement entered into by
ICI Americas Inc. ("ICI") dated December 5, 1990, and an
equipment schedule dated July 10, 1992, ICI has leased computer
equipment manufactured by IBM, Unidata, Digi-board, and TPS
Systems.  

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the schedule.  The cost to
the Partnership of the equipment and schedule was $301,469.  The
Partnership paid $41,664 of this amount in cash, and the balance
by assuming existing nonrecourse financing of the equipment. 
The term of the supplement was 36 months, which commenced on
September 1, 1992.  The monthly rent was $7,823.  

     In November 1994, the equipment was upgraded and ICI and the
Partnership negotiated an early renewal of the schedule.  The
term of the schedule was extended to October 1997 at a monthly
rent of $4,889.

     In March 1996, the equipment was again upgraded and ICI and
the Partnership negotiated an early renewal of the schedule.  The
term of the schedule was extended to February 1999 at a monthly
rent of $4,150.  

     In June 1996, additional equipment was upgraded and added on
to the original equipment, and was executed as an additional
supplement to the original equipment above.  The term of the
additional supplement was 32 months, with a commencement date of
July 1, 1996.  The cost to the Partnership of the upgraded and
additional equipment was $88,117, the balance of which was paid
for by assuming non recourse financing for the equipment.  The
monthly rent for the additional supplement is $3,076.
     
     ICI Americas, Inc., a subsidiary of Imperial Chemical
Industries PLC, is engaged in the manufacture and sale of
pharmaceuticals, plastics, specialty chemicals, advanced
materials, and agricultural products.

     4.   Advantis

     Under the terms of a master lease agreement dated January 4,
1990 entered into by Advantis, having accepted assignment of the
master lease agreement and related equipment supplements from the
original lessee and four equipment supplements dated August 1,
1992 and September 1, 1992, Advantis has leased computer
equipment manufactured by IBM.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the supplements.  The term
of each supplement was 36 months.  The commencement date for one
supplement was August 1, 1992; the commencement date for the
other supplements was September 1, 1992.  The aggregate monthly
rent for the supplements was $3,296.  The cost to the Partnership
of the equipment and supplements was $123,616.  The Partnership
paid $16,143 of this amount in cash, and the balance by assuming
existing nonrecourse financing of the equipment.

     The original term of the lease expired in July and August
1995.  One schedule was renewed for 6 months commencing on
September 1, 1995.  The renewal rent is $829.  After expiration
of the renewal term, this schedule was leased on a month-to-month
basis for 2 months, and subsequently the equipment was returned
and sold in May 1996.  The remaining schedules were leased on a
month-to-month basis and sold in January 1997.

<PAGE>

     Advantis is a joint venture between a wholly owned
subsidiary of IBM and a wholly owned subsidiary of Sears, Roebuck
& Co., which provides information network, data processing and
telecommunications services.

     5.   Allied-Signal Inc.

     Under the terms of a master lease agreement entered into by
Allied-Signal Inc. ("Allied") dated May 18, 1988, and an
equipment schedule dated October 7, 1992, Allied has leased 71
printers manufactured by IBM. 

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the schedule.  The cost to
the Partnership of the equipment and schedule was $229,753 which
was paid by the Partnership in cash.  The term of the schedule
was 48 months, which commenced on October 12, 1992.  The monthly
rent was $4,852.

     The original lease expired in October 1996.  The equipment
lease was renewed during the year and will expire in August 1999,
with monthly rent of $3,847.

     Allied's primary businesses are in the aerospace, automotive
products, and engineered materials industries.

     6.   BellSouth Telecommunications, Inc.

     (a)  Under the terms of a master lease agreement entered
into by BellSouth Services Incorporated, the predecessor of
BellSouth Telecommunications, Inc. ( BellSouth ), dated as of
September 1, 1988 and two equipment schedules dated as of August
30, 1993, BellSouth has leased computer equipment manufactured
by Amdahl.  The initial term of the schedules was 24 months,
which commenced on October 1, 1993.  The monthly rent was
$32,354.  The cost of the equipment and schedules to the
Partnership was $813,161.  The Partnership paid $148,750 of this
amount in cash and the balance by assuming nonrecourse financing
of the equipment.

     (b)  Under the terms of a master lease agreement entered
into by BellSouth Services Incorporated, the predecessor of
BellSouth, dated as of September 1, 1988 and an equipment
schedule dated as of December 13, 1993, BellSouth has leased
computer equipment manufactured by Amdahl.  The initial term of
the schedule was 24 months, which commenced on October 1, 1993. 
The monthly rent was $8,327.  The cost of the equipment and the
schedule to the Partnership was $156,124, which the Partnership
paid in cash.

     The term of the schedules in (a) and (b)expired in September
1995.  The Partnership scrapped the equipment in June 1997.

     BellSouth is in the telephone communications business.

     7.   Charming Shoppes of Delaware, Inc.

     (a)  Under the terms of a master lease agreement entered
into by Charming Shoppes of Delaware, Inc. ("Charming Shoppes")
dated August 25, 1992 ("Charming Shoppes Master Lease") and an
equipment schedule dated February 22, 1993, Charming Shoppes has
leased computer equipment manufactured by Amdahl.

<PAGE>

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the schedule.  The term of
the schedule was 36 months, which commenced January 1, 1993.  The
monthly rent was $5,599.  The cost to the Partnership of the
equipment and schedule was $189,228.  The Partnership paid
$20,622 of this amount in cash, and the balance by assuming
nonrecourse financing of the equipment.

     The original lease term expired in December 1995, and the
related equipment was returned.  Part of the equipment  was sold
in August 1996, and  the Partnership scrapped the remaining
equipment during 1997.

     (b)  Under the terms of an equipment schedule, dated August
12, 1993 and amended November 18, 1993, to the Charming Shoppes
Master Lease, Charming Shoppes has leased computer equipment
manufactured by Amdahl.  The Partnership has acquired from the
original lessor the equipment and all of the rights under the
schedule.  The initial term of the schedule was 36 months which
commenced June 1, 1993.  The cost of the equipment and schedule
to the Partnership was $186,031. The monthly rent was $5,599. 
The Partnership paid $18,500 of this amount in cash and the
balance by assuming nonrecourse financing of the equipment.  

     The original lease term expired in May 1996, and the related
equipment was returned.  Part of the equipment  was sold in
August 1996, and  the Partnership scrapped the remaining
equipment in 1997.

     (c)  Under the terms of an equipment schedule dated October
26, 1993 to the Charming Shoppes Master Lease, Charming Shoppes
has leased computer equipment manufactured by Amdahl.  The
Partnership has acquired from the original lessor the equipment
and all of the rights under the schedule.  The term of the
schedule was 36 months, which commenced September 1, 1993.  The
monthly rent was $5,638.  The cost to the Partnership of the
equipment and schedule was $178,629.  The Partnership paid
$14,550 of this amount in cash, and the balance by assuming
nonrecourse financing of the equipment.

     The original lease term expired in August 1996, and the
related equipment was returned.  The Partnership scrapped the
equipment during 1997.

     (d)  Under the terms of the Charming Shoppes Master Lease,
dated October 13, 1993, Charming Shoppes has leased computer
equipment manufactured by Netframe Systems, Inc.  The Partnership
has acquired from the original lessor the equipment and all of
the rights under the schedule.  The cost to the Partnership of
the equipment and the schedule was $183,319.  The Partnership
paid $18,500 in cash and the balance by executing a nonrecourse
promissory note.  The term of the schedule was 36 months which
commenced December 1, 1993.  The monthly rent was $6,935.

     The original lease term expired in November 1996, and the
related equipment was returned.  The Partnership scrapped the
equipment during 1997.

     Charming Shoppes is a wholesale distributor of women's
apparel.

     8.   Perot Systems Corporation

     Under the terms of a master lease agreement entered into by
Perot Systems Corporation ("Perot Systems") dated December 3,
1990, and an equipment schedule dated March 29, 1993, Perot
Systems has leased computer equipment manufactured by Amdahl.  

<PAGE>

     The term of the schedule was 36 months, which commenced
March 1, 1993.  The monthly rent was $23,693.  The cost to the
Partnership of the equipment and schedule was $795,961.  The
Partnership paid $82,478 of this amount in cash, and the balance
by assuming nonrecourse financing of the equipment.

     Perot Systems assigned its rights and obligations in the
lease to Nationsbanc Services, Inc. ("Nationsbanc"), as of April
1, 1995. The original lease expired in February 1996.  After
expiration of the renewal term, this schedule was leased on a
month-to-month basis for 3 months, and subsequently the
equipment was returned.  The Partnership sold part of the
equipment in August 1996, and scrapped the remainder during 1997.


     9.   Mobil Administrative Services Company, Inc.

     Under the terms of a master lease agreement dated as of
March 9, 1990 and an equipment schedule dated as of June 25,
1993, Mobil Administrative Services Company, Inc. ("Mobil"), 
Mobil has leased computer equipment manufactured by IBM.  The
initial term of the schedule is 30 months which commenced July 1,
1993.  The cost of the equipment and schedule to the Partnership
was $490,081.  The Partnership paid $103,000 of this amount in
cash and the balance by assuming nonrecourse financing of the
equipment.  The monthly rent was $16,076. 

     The original lease expired in January 1996.  After
expiration of the renewal term, this schedule was leased on a
month-to-month basis for 5 months, and subsequently the equipment
was returned.  The Partnership has sold certain units of the
equipment in 1996 and 1997, and is currently in the process of
remarketing the remaining items of equipment.  There is no
assurance that the partnership will be able to sell
this equipment, and if sold there is no assurance with the
respect to the amount to be received by the partnership.

     10.  Chrysler Corporation

     Under the terms of a master agreement dated March 21, 1989,
and 2 equipment schedules dated November 15, 1993, Chrysler
Corporation ("Chrysler") has leased computer equipment
manufactured by IBM.  The initial terms of the schedules are 36
months.  One schedule commenced as of April 1, 1994 and the other
commenced August 12, 1994.  The aggregate monthly rent was
$15,994.  The cost of the equipment and schedules to the
Partnership was $546,634.  The Partnership paid $80,524 of this
amount in cash and the balance by assuming nonrecourse financing
of the equipment.

     Both equipment schedules were renewed during 1997 and will
expire in March and July of the year 2000, respectively with
aggregate monthly rent of $9,950.  

     Chrysler Corporation is one of the world's largest
manufacturers of automobiles, vans, and trucks.

     11.  Fingerhut Corporation

     Under the terms of a master lease agreement dated July 11,
1990 and an equipment schedule dated as of February 1, 1994,
Fingerhut Corporation ("Fingerhut") has leased computer equipment
manufactured by Hitachi Data Systems Corporation.  The initial
term of the schedule was 36 months which commenced February 1,
1994.  The monthly rent was $27,945.  The cost of the equipment
and the schedule to the Partnership was $1,115,173.  The

<PAGE>

Partnership  paid $236,140 of this amount in cash and the balance
by assuming nonrecourse financing of the equipment.   The
equipment was sold during 1997. 

     Fingerhut is a direct mail merchandiser of home furnishings,
apparel, recreation items, small appliances and automotive
accessories.

     12.  Kawasaki Motors, U.S.A.

     Under the terms of a master lease agreement dated November
30, 1987, and an equipment schedule dated August 26, 1993,
Kawasaki Motors,  U.S.A. ("Kawasaki") has leased computer
equipment manufactured by IBM.  The Partnership has acquired from
the original lessor the equipment and all of the rights under the
schedule.  Cost to the Partnership of the equipment and the
schedule was $24,858.  The Partnership paid $2,600 of this amount
in cash and the balance by assuming existing nonrecourse
financing of the equipment.  The term of the schedule was 36
months, which commenced October 1, 1993.  The monthly rent was
$1,081.

     The original lease expired in September 1996.  The lease was
renewed in December 1996 for 24 months, at a monthly rent of
$800.

     Kawasaki is engaged primarily in the import and distribution
of motorcycles, jet skis, engines and all-terrain vehicles
supplied by Kawasaki Heavy Industries, Ltd. of Japan ("KHI"),
Kawasaki's parent, and by Kawasaki Motors Manufacturing Corp.,
U.S.A., a wholly-owned manufacturing and assembling subsidiary of
KHI.


<PAGE>
<TABLE>

     The following tabulation sets forth the lessee, the equity
investment of the Partnership, the debt incurred at the date of
acquisition, the lease term at the acquisition of the Equipment
and lease term remaining at December 31, 1997:
<CAPTION>
                                              Lease        Lease 
                                              Term         Term
                                               at       Remaining
                                            Equipment       at
                                            Acquisition  12/31/97
                                               (in         (in    
Lessee                Equity       Debt       months)    months)
<S>                  <C>         <C>         <C>         <C>
Thrift Drug         $   24,258   $  710,173        46         (2)
Thrift Drug            105,000    9,384,339        61         (2)
Thrift Drug             91,891           --        23         (1)
Thrift Drug             42,825      193,155        36         (5)
Thrift Drug             21,822           --        35         (5)
Aetna Life             116,000           --        36         (1)
Mount Sinai              5,000      180,539        48         (1)
ICI Americas            41,664      259,805        36         (6)
Advantis                16,143      107,475       35-36       (1)
Allied-Signal          229,753           --        45         (9)
United Telephone         1,915      43,950         36         (1)
BellSouth               34,591      390,814        45         (1)
BellSouth              148,750      664,411        22         (1)
BellSouth              156,154           --        18         (1)
Charming Shoppes        20,622      168,606        33         (1)
Charming Shoppes        18,500      167,531        33         (1)
Charming Shoppes        14,550      164,079        32         (1)
Charming Shoppes        18,500      164,819        26         (1)
Perot (Nationsbanc)     82,478      713,483        33         (1)
Sony                   174,500    1,337,831        35         (1)
Mobil                  103,000      387,081        30         (3)
Chrysler Corp.          43,121      220,100        30         (8)
Chrysler Corp.          37,403      246,010        34         (8)
Chrysler Corp.         117,807           --        36         (8)
Total System            88,242      557,313        36         (1)
Fingerhut Corp.        236,138      879,035        36         (1)
Halliburton Company    257,175           --        24         (1)
Halliburton Company     24,536           --        24         (1)
Kawasaki                 2,600       22,258        23         (7)
                    ----------   -----------
         Total:     $2,274,938   $16,962,807

<FN>
</TABLE>                                 
(1)      Lease expired and equipment sold or scrapped.
(2)      Lease expired, the Partnership is in the process of      
         remarketing the equipment.
(3)      Lease expired, part of the equipment has been sold, the  
         Partnership is in the process of remarketing the rest of 
         the equipment.
(4)      Renewed on a month-to-month basis at the original rent.
(5)      Renewed with new equipment at a monthly rental of $4,387 
         for a 36-month term ending in October 1998. The original 
         equipment was sold in 1996.

<PAGE>
(6)      Equipment on lease upgraded; initial term extended to    
         October 1997.  Equipment on lease upgraded again in      
         March 1996 and June 1996, with additional add-on         
         schedule.  Lease term extended to February 1999.
(7)      Lease renewed in December 1996 for 24 months, at a       
         monthly rent of $800.
(8)      Lease renewed in 1997 for 36 months at a monthly rental  
         of $4,975.
(9)      Original lease expired in October 1996.  The lease was   
         renewed for 34 months at a monthly rate of $3,847.

         Competition.  The equipment leasing industry is highly
competitive and the Partnership competes with other leasing
companies, with equipment manufacturers and distributors, and
with other entities similar to the Partnership, most of which
have greater financial resources than the Partnership and more
experience in the equipment leasing business than the General
Partners.  Other leasing companies and especially equipment
manufacturers and distributors may be in a position to offer
equipment for lease upon financial terms more favorable than
those which the Partnership can offer and may also be in a
position to offer trade-in or exchange privileges on a wide range
of equipment, a pass-on of any investment tax credit,
comprehensive maintenance contracts, and other services and
benefits to lessees which the Partnership does not offer.

         Major Customers.  Approximately 74% of the Partnership's
lease income in the year ended December 31, 1997 was from three
customers.  For those direct financing leases in which the
Partnership has a net investment at December 31, 1997, 100% was
with one customer.  See note 4 in "Notes to Financial Statements"
in this report.

         Employees.  The Partnership does not have any employees.

ITEM 2.  DESCRIPTION OF PROPERTY

         See "Item 1--Description of Business" in this report.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

<PAGE>
                                  PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER    
              MATTERS

         There has not been, nor is there expected to be, a
public market for the Units.  As of December 31, 1996 there were
approximately 226 holders of Units.

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

         The Partnership commenced the offering of Limited
Partnership Units and began operations on March 27, 1992.  As of
December 31, 1993, the date on which the offering of Units
terminated, the Partnership had sold $2,514,768 in Units.  At
December 31, 1997, the Partnership had acquired $19,237,743 worth
of equipment, excluding capitalized equipment acquisition costs,
with an equity investment of $2,274,938 and nonrecourse
borrowings of $16,962,807. 

Operations

         Total revenues decreased to $250,802 for the fiscal year
ended December 31, 1997 ("fiscal 1997") from $1,284,165 for the
fiscal year ended December 31, 1996 ("fiscal 1996").  Total
revenues consist of lease rental income and interest earned on
temporary cash investments and loss on sales of equipment under
lease.  This decrease in total revenues resulted from a decrease
in rental income due to the sale of leased equipment.

         Operating expenses decreased to $672,415 for fiscal 1997
from $1,877,402 for fiscal 1996.  Operating expenses consist of
interest on nonrecourse financing of equipment purchased,
depreciation of equipment under operating leases, write-down of
the carrying value of equipment in operating leases, amortization
of organization expenses, administrative expenses, and payments
to a related party for administrative cost reimbursements.  The
decrease in operating expenses from fiscal 1996 to fiscal 1997
resulted primarily from a decrease in interest expense due to the
payment of long-term debt, and a decrease in depreciation expense
due to lease expirations.

Liquidity and Capital Resources

         Cash and cash equivalents of the Partnership at December
31, 1997 include undistributed cash available from operations
during the period March 27, 1992 to December 31, 1997.

         The Partnership has a cash management program which
provides for the temporary investment of offering proceeds in
various short-term money market instruments pending their
investment in Equipment.

         The Partnership generally finances the purchase of
Equipment by the use of nonrecourse loans in an amount in excess
of 50% of the purchase price thereof.  The indebtedness incurred
by the Partnership related to the acquisition of Equipment is
generally fully amortized by the monthly rent payments due to the
Partnership under related leases.

<PAGE>
         The Partnership maintains a working capital and
contingency reserve in an amount equal to 1% of the gross
proceeds of the offering of Units.  Such amount, together with
any amount reserved from operations, will be available to meet
working capital requirements and to provide for contingencies. 
The partnership does not believe that it is subject to any
material costs related to the  year 2000 issues .

ITEM 7.        FINANCIAL STATEMENTS

         The financial statements of the Partnership as of
December 31, 1997, and for the fiscal years ended December 31,
1997 and December 31, 1996, and the notes thereto are set forth
elsewhere herein.

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON   
               ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                 PART III

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

         The Partnership has no directors or executive officers. 
The General Partners of the Partnership are Gerald A. Horwitz and
TL General VIII Corp., an Illinois corporation ("TL General"),
the sole Director of which is Mr. Horwitz.  Mr. Horwitz serves as
Director of TL General until his successor is elected.  

         The executive officers of TL General are Mr. Horwitz and
Jerry Schwartz, who were elected to serve until their successors
are elected and qualified.

         Gerald A. Horwitz.  Mr. Horwitz, age 62, is the
President and sole Director of TL General.  He is also the
Chairman of the Board, sole Director, President, Treasurer and
sole voting shareholder of Raffaello, Inc., the sole shareholder
of TL General, as well as the sole Director and Treasurer of
Triumphe Leasing Group, Inc. and Horwitz & Associates, Inc.
(formerly known as Horwitz, Schakner & Associates, Inc. and G.A.
Horwitz & Co. Inc.), a securities broker-dealer and investment
adviser, and President and sole Director of TL General Corp., the
corporate General Partner of Triumphe Leasing Limited
Partnership.  Prior to organizing Horwitz & Associates, Inc. in
1970, Mr. Horwitz served as an officer of Thomson, McKinnon and
Auchincloss and prior to that he served as an officer of Blair
and Company, both of which were New York Stock Exchange member
firms.  Mr. Horwitz attended Roosevelt University in Chicago,
where he earned a Bachelor of Science Degree. He also attended
the University of Wisconsin as an undergraduate, and the
University of Chicago as a post-graduate student and served
part-time as an instructor at Northwestern University.

         Mr. Horwitz has served as a general partner of Res-Com,
Ltd., Unilease Associates, Quest, Valley Associates, Leasing
Income Associates, Equipment Leasing Partners and Triumphe
Leasing Limited Partnership; and as an officer and director of
the sole general partners of Triumphe Leasing VIII L.P., Concorde
Leasing Limited Partnership and Invalease, Ltd.  Each of these
entities are Illinois limited partnerships engaged in the
equipment leasing business.  Mr. Horwitz is also the sole trustee
of Tax Advantaged Income Trust, a grantor trust formed in 1985
under Illinois law to purchase and lease equipment.

<PAGE>
         Jerry Schwartz.  Mr. Schwartz, age 52, has served in
various executive capacities for affiliates of Raffaello, Inc.
since April 1987.  He is Vice President, Secretary and Treasurer
of TL General and TL General Corp.  From 1982 to 1987, he served
as a principal of J.L. Schwartz & Co., Inc., a public accounting
firm.  Prior thereto, Mr. Schwartz served as an accounting and
operational manager for a certified public accounting firm.

         There is no family relationship among the foregoing
officers.

ITEM 10.        EXECUTIVE COMPENSATION

         As stated in Item 9, the Partnership has no executive
officers or directors.  The compensation to the General Partners
is set forth in Item 12 of this report.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT

         As of December 31, 1997, no person owned of record or
was known by the Partnership to own beneficially more than 5% of
the Partnership's Units then outstanding.  

         The Partnership has no executive officers.  As of
December 31, 1997, neither Gerald A. Horwitz, TL General VIII
Corp. nor Jerry Schwartz owned any Units.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Fees to General Partners and Affiliates.  The General
Partners and their affiliates will receive substantial fees,
compensation and reimbursement of expenses from the Partnership.  

         For its services as placement agent of the Partnership,
Horwitz & Associates, Inc. ("H&A"), an affiliate of Messrs.
Horwitz and Schwartz, receives a sales commission of 8% of the
gross proceeds from the offering of Units.  Such fees may be
reallowed to other brokers by H&A.

         For its services in actively managing the Partnership,
including, but not limited to, preparation of SEC reports and
filings, preparation of reports to investors, leasing and
re-leasing Equipment, arranging for necessary maintenance and
repairs of Equipment, collecting revenues, paying operating
expenses, determining that the Equipment is used in accordance
with all operative contractual arrangements and providing
clerical and bookkeeping services necessary to the operation of
the Partnership, the Partnership will pay the General Partners
and/or their affiliates an Equipment Management Fee in an amount
equal to (i) 2% of gross rental payments (exclusive of taxes and
other reimbursements) payable to the Partnership with respect to
Full Payout Leases; or (ii) 3% of gross rental payments
(exclusive of taxes and other reimbursements) payable to the
Partnership with respect to Operating Leases.

         For its services in locating and acquiring equipment,
and arranging for financing and locating lessees, the Partnership
will pay to the General Partners and their affiliates an
Equipment Acquisition Fee in an amount equal to 5% of the
Partnership's equity investment in such equipment; provided,
however, that the Equipment Acquisition Fee shall not be paid if,
and to the extent that, such payment shall cause the amount of
gross proceeds of the offering invested in Equipment (including
costs of investments other than Equipment) to be less than 85% of
the gross proceeds of the offering.  

<PAGE>

         For its services in connection with the sale of any
Equipment, the Partnership may pay to the General Partners and
their affiliates a Subordinated Resale Fee in an amount equal to
one-half of a Competitive Equipment Sale Commission, not to
exceed 3% of the contract sales price of such Equipment, provided
that any Subordinated Resale Fee earned shall not be paid to the
General Partners and their affiliates prior to "Payout."  Payout
is defined as the time when the aggregate amount of all
distributions to the Investor Limited Partners of Distributable
Cash equals the sum of:  (i) the aggregate amount of the Investor
Limited Partners' Capital Contributions, and (ii) a cumulative,
non-compounded 10% annual return on the aggregate amount of each
Investor Limited Partner's unreturned Capital Contributions
(calculated from the date such Investor Limited Partner was
admitted to the Partnership).  For purposes of this definition,
Capital Contributions shall be deemed to have been returned only
to the extent that distributions of Distributable Cash to the
Investor Limited Partners exceed the amount required to satisfy
such 10% annual return.  If the General Partners participate with
an independent broker on resale, such subordination shall apply
only to the General Partners' Resale Fee.  In no event shall
total commissions paid to all persons exceed that which is
reasonable, customary and competitive in light of the size, type
and location of the equipment.  

         During the fiscal year ended December 31, 1997, the
Partnership paid no sales commissions to H&A, an affiliate of the
General Partners.   Management fees to the General Partners for
1997 and 1996 amounted to $55,867 and $123,317, respectively.  At
December 31, 1997, $470,845 of equipment management fees are
unpaid.  The Partnership paid $5,000 in management fees in 1997. 
The General Partners paid no acquisition fees during fiscal 1997.

         Allocations and Distributions of the Partnership.  In
accordance with the Partnership Agreement, the General Partners
received distributions of $2,966 and were allocated net loss of
$4,216 for fiscal 1997.  

         Reimbursements.  The General Partners and their
Affiliates shall be reimbursed for any expenses they incur in
organizing the Partnership and offering the Units, up to a
maximum of $1,400 multiplied by the number of Units actually
sold.

         In addition, reimbursements in amounts not presently
determinable will also be made from time to time to the General
Partners and their Affiliates for reasonable out-of-pocket
expenses incurred in connection with the management,
administration and operation of the Partnership and the
acquisition of Equipment (e.g., photocopying, postage, and filing
fees).   The General Partners presently estimate that such
reimbursements will not exceed $25,000 per year.


                                  PART IV

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)   The exhibits, as listed in the Exhibit Index set
forth on page 17, are submitted as a separate section of this
report.  

         (b)   No current reports on Form 8-K were filed during
the quarter ended December 31, 1997.


<PAGE>
                                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.

                          TRIUMPHE LEASING VIII L.P.
                          By:  TL GENERAL VIII CORP.
                          Its:  General Partner
Date: February 25,1998    By: /s/ Gerald A. Horwitz               
                          ----------------------------------
                          Gerald A. Horwitz, President



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

Signatures                  Title(s)                        Date  


/s/ Gerald A. Horwitz   Sole Director and       February 25, 1998 
- ----------------------  President of the 
    Gerald A. Horwitz   corporate General 
                        Partner and as a 
                        General Partner 
                        (Principal 
                        Executive Officer) 

/s/ Jerry Schwartz      Vice President,         February 25, 1998 
- ----------------------  Secretary and
    Jerry Schwartz      Treasurer of the 
                        corporate General 
                        Partner (Principal
                        Financial and 
                        Accounting          
                        Officer)


<PAGE>

EXHIBIT INDEX
                  

Exhibit No.        Description                           Page No.

1.                 Copy of the Partnership's Certificate of       
                   Limited Partnership filed with the Illinois    
                   Secretary of State on  December 10, 1991       
                   (Incorporated by reference to Exhibit 4.4 to   
                   Registration Statement No. 33-44929).

2.1                Copy of the Partnership's original Agreement   
                   of Limited Partnership, dated December 10,     
                   1991 (Incorporated by reference to Exhibit 4.3 
                   to Registration Statement No. 33-44929).

2.2                Form of Amended and Restated Agreement of      
                   Limited Partnership (Incorporated by reference 
                   to Exhibit A to the Partnership's prospectus   
                   dated March 27, 1992 as part of Registration   
                   Statement No. 33-44929).

27.                Financial data schedule


  
                      Triumphe Leasing VIII L.P.
                                   
                                   
                                   
                                   
                                   
                       Financial Statements
                Years Ended December 31, 1997 and 1996
                                                                  

  
<PAGE>                                                            

                                                                
                                 Triumphe Leasing VIII L.P.       
                                                    Contents  
  
  
  
  Report Of Independent Certified Public Accountants          3
  
  
  Financial Statements
         Balance Sheet                                      5-6
         Statements of Operations                             7
         Statements of Partners Equity (Deficit)              8
         Statements of Cash Flows                             9
         Summary of Accounting Policies                   10-12
         Notes to Financial Statements                    13-15   
 
  

<PAGE>  
  
Report Of Independent Certified Public Accountants
  
  
  
To the Partners
Triumphe Leasing VIII L.P.
Northbrook, Illinois
  
  
We have audited the accompanying balance sheet of Triumphe
Leasing VIII L.P. as of December 31, 1997 and the related
statements of operations, partners equity (deficit) and cash
flows for each of the two years in the period 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 audits.
  
We conducted our audits 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 misstatement.  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 audits provide 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 Triumphe Leasing VIII L.P. at December 31, 1997, and the
results of its operations and its cash flows for each of the two
years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
  
  
/s/ BDO Seidman, LLP
  
  
Chicago, Illinois
January 16, 1998
  

  
  
<PAGE>  
                          Financial Statements
                  
                                                       
                                                                  

  
  

<PAGE>
<TABLE>

                                    Triumphe Leasing VIII L.P. 
  
                                               Balance  Sheet
  
<CAPTION>  
  December 31,                                           1997
  
  <S>                                            <C>
  Assets
  
  Current Assets
         Cash and cash equivalents               $       83,982
         Accounts receivable                              1,250
         Net investment in direct financing leases 
            (Notes 1 and 4)                              74,866 
                                                       -------- 
  Total Current Assets                                  160,098   
                                                       --------   
  
  Computer Equipment on Operating Leases, less
       accumulated depreciation of $ 876,589 (Note 1)   166,603 
                                                       --------   
  Other Assets
         Net investment in direct financing leases, 
            less current portion (Notes 1 and 4)         21,052  
                                                       -------- 
  
  
                                                 $      347,753
                                                       ========   
  

<FN>
</TABLE>  
  
                                                                  
  
<PAGE>                                                            
<TABLE>     
  
                                                                  
                                  Triumphe Leasing VIII L.P.

                                               Balance Sheet
  
  
<CAPTION>
  
  December 31,                                          1997
<S>                                            <C>   
  Liabilities and Partners  Deficit
  
  Current Liabilities
         Current maturities of long-term debt
             (Note 1)                          $       227,060
         Other liabilities                               3,601    
                                                     ---------    

  Total Current Liabilities                            230,661   
                                                     ---------
          Long-Term Debt, less current maturities 
               (Note 1)                                183,411    
          Accrued management fees (Note 2)             470,845
                                                     ---------    
  Total Long-Term Liabilities                          654,256
                                                     ---------
  Total Liabilities                                    884,917 
                                                     ---------    
  Partners  Deficit
         General partners                              (4,827)
         Limited partners                            (532,337)    
                                                     ---------  
  Total Partners  Deficit                            (537,164) 
                                                     --------- 
  
                                               $       347,753
                                                     ========= 
<FN>
See accompanying summary of accounting policies and notes to
financial statements.
</TABLE>  
                                                                  

<PAGE>  
<TABLE>                                                           
                                    Triumphe Leasing VIII L.P.

                                      Statements of Operations
  
  
<CAPTION>  
  Year ended December 31,                     1997           1996
<S>                                      <C>           <C>
  Revenues
         Lease income (Note 4)           $  402,401    $1,635,732
         Loss on sale of equipment under
            lease                         (152,237)     (352,832)
         Interest                               638         1,265 
                                          ---------     --------- 
  Total revenues                            250,802     1,284,165
                                          ---------     --------- 
  Operating Expenses                                          
         Interest                            60,777       253,804
         Depreciation and amortization      405,590     1,437,783
         Administrative (Note 2)            206,048       185,815 
                                          ---------     --------- 
  Total operating expenses                  672,415     1,877,402
                                          ---------     --------- 
  Net Loss                               $(421,613)    $(593,237) 
                                          =========     =========
  Net Loss Allocated to 
         General partners                $  (4,216)    $  (5,932)
         Limited partners                 (417,397)     (587,305)
                                          ---------     --------- 
                                         $(421,613)    $(593,237) 
                                          =========     ========= 
  Weighted Average Units Outstanding During the Year
         General partners                    1.2894        1.2894 
         Limited partners                  127.6553      127.6553
  
  Basic and Fully Diluted Earnings Per Unit
         General partners                $  (3,270)    $  (4,601)
         Limited partners                $  (3,270)    $  (4,601)

<FN>  
See accompanying summary of accounting policies and notes to
financial statements.    
</TABLE>  
  
  
<PAGE>
<TABLE>
  
                                                                  

                                       Triumphe Leasing VIII L.P.
                                                                  
    
                          Statements of Partners Equity (Deficit)
  
  
<CAPTION>  
                                            General       Limited
                                 Total     Partners      Partners
<S>                       <C>              <C>        <C>  
  Partners  Equity, at 
     December 31, 1995    $  1,611,890     $ 16,664   $ 1,595,226
  
         Distributions 
          ($6,500 per unit)  (837,702)      (8,377)     (829,325)
         Net loss            (593,237)      (5,932)     (587.305)
  
  Partners  Equity, at 
     December 31, 1996    $    180,951     $   2,355  $   178,596
  
         Distributions      
          ($2,300 per unit)  (296,502)       (2,966)    (293,536)
         Net loss            (421,613)       (4,216)    (417,397) 
                            ----------      --------   ----------
  Partners  Deficit, at 
     December 31, 1997    $  (537,164)     $ (4,827)  $ (532,337)
                            ==========      ========   ========== 
<FN>    
See accompanying summary of accounting policies and notes to
financial statements.
</TABLE>                                                          
       
<PAGE>
<TABLE>                                                           

                                                                  
                                       Triumphe Leasing VIII L.P.
                                                                  
                                         Statements of Cash Flows
  
  
<CAPTION>  
  Year ended December 31,                      1997          1996 
  
<S>                                    <C>           <C>
  Cash Flows From Operating Activities
         Net loss                      $  (421,613)  $  (593,237) 
         Adjustments to reconcile
         net loss to net cash provided
         by operating activities
           Depreciation and amortization    405,590     1,437,783
           Loss on sale of equipment
            under lease                     152,237       352,832
           Amortization of unearned income (64,851)     (258,826)
           Changes in assets and liabilities
             Decrease (increase) in 
              accounts receivable            42,767      (44,017)
             Increase in accounts payable    31,276        87,449
             Decrease in other liabilities (23,549)      (34,182)
                                         ----------    ---------- 
   Net cash provided by operating 
    activities                              121,857       947,802 
                                         ----------    ----------
    Cash Flows From Investing Activities
         Purchase of computer equipment 
           on operating leases                   -      (108,393)
         Principal payments received 
           under direct financing leases  1,538,915     2,717,687
         Proceeds from sale of equipment 
           under lease                       15,576       793,660
                                         ----------    ---------- 
  Net cash provided by investing 
     activities                           1,554,491     3,402,954
                                         ----------    ---------- 
   Cash Flows From Financing Activities
         Principal payments on 
          nonrecourse debt              (1,698,403)   (3,714,875)
         Proceeds from nonrecourse debt     323,633       221,312 
         Distributions to partners        (296,502)     (837,702) 
                                         ----------    ---------- 
  Net cash used in financing 
     activities                         (1,671,272)   (4,331,265) 
                                         ----------    ---------- 
    Net Increase in Cash and Cash 
     Equivalents                              5,076        19,491
    Cash and Cash Equivalents, at 
     beginning of year                       78,906        59,415 
                                         ----------    ---------- 
  Cash and Cash Equivalents, at 
     end of year                       $     83,982  $     78,906
                                         ==========    ========== 
  Supplemental Disclosures of Cash 
     Flow Information
         Cash paid during the year 
           for interest                $     60,777  $    253,804
<FN>  
See accompanying summary of accounting policies and notes to
financial statements.
</TABLE>  
                                                                  
                          
<PAGE>          
                                                           
                                       Triumphe Leasing VIII L.P.
 
                                   Summary of Accounting Policies
  
  
  
  Organization and         Triumphe Leasing VIII L.P. (the 
  Business                 Partnership ), located in Northbrook,  
                           Illinois, was formed on December 10,   
                           1991 under the Revised Limited         
                           Partnership Act of the State of        
                           Illinois.  The Partnership acquires,   
                           owns, leases, maintains, manages and   
                           sells equipment.  At December 31, 1997 
                           and 1996, 127.66 limited partnership   
                           units were outstanding. 

                           The Partnership maintains its records  
                           on the accrual method of accounting    
                           for financial reporting and income tax 
                           purposes.  The statements do not give  
                           effect to any assets or liabilities,   
                           including income taxes, that the       
                           partners may have outside of their     
                           interest in the Partnership.  

                           The Partnership purchases and leases   
                           to third parties various items of      
                           equipment.  The equipment purchased by 
                           the Partnership to date and related    
                           lease opportunities are brought to the 
                           attention of the Partnership by        
                           independent leasing brokers, who       
                           either charge the Partnership a fee    
                           for their services or purchase the     
                           equipment and secure the lessee and    
                           then resell the package to the         
                           Partnership.  At the conclusion of a   
                           lease, the leased equipment is either  
                           (I) released to the same lessee, (ii)  
                           leased to a new lessee or (iii) sold.  
                           Generally, the Partnership compensates 
                           the independent brokers for re-leasing 
                           or disposing of the equipment          
                           purchased to date by allowing them to  
                           participate in the proceeds of the     
                           renewal leases or sales.
  
  Lease Accounting         The Partnership records leases in
                           conformity with generally accepted     
                           accounting principles and prevalent    
                           accounting practices within the        
                           leasing industry.  All existing leases 
                           are in the form of direct financing    
                           leases or operating leases.
  
                           Direct financing leases are defined as
                           those leases which transfer            
                           substantially all of the benefits
                           and risks of ownership of the          
                           equipment to the lessee.  The          
                           Partnership records its net investment 
                           at the inception of the lease as the   
                           aggregate of the gross investment and  
                           any initial direct costs less unearned 
                           income, where the gross investment is  
                           the aggregate of the minimum lease     
                           payments and the estimated             
                           unguaranteed residual value and        
                           unearned income is the difference      
                           between the gross investment and the   
                           cost of the leased equipment.          
                           Unearned income net of initial direct  
                           costs is recognized over the lease     
                           term so as to produce a constant       
                           periodic rate of return on the net     
                           investment in the lease.

<PAGE>  
                                       Triumphe Leasing VIII L.P.
                                             
                                   Summary of Accounting Policies

  
                           Operating leases are defined as those  
                           which do not transfer substantially    
                           all of the benefits and risks of
                           ownership of the equipment to the      
                           lessee.  The leased property is        
                           included in computer equipment on      
                           operating leases and depreciated       
                           following the Partnership's            
                           depreciation policy.  Rent is reported 
                           as income over the lease term as it    
                           becomes receivable according to the    
                           provisions of the lease.
  
                           The Partnership evaluates the          
                           recoverability of its portfolio of
                           leases quarterly, or more frequently
                           whenever events and circumstances      
                           warrant revised estimates, and         
                           considers whether the carrying value   
                           of leases should be completely or      
                           partially written off.  In 1995, the   
                           Partnership adopted Statement of       
                           Financial Accounting Standards No.     
                           121, Accounting for Impairment of      
                           Long-Lived Assets and for Long-Lived   
                           Assets to be Disposed of.   During     
                           1997 and 1996, the Partnership         
                           recorded charges of $194,000 and       
                           $447,000, respectively (included in    
                           depreciation and amortization) to      
                           write-down certain impaired assets to  
                           their fair value.  These assets        
                           included data processing and           
                           telecommunications equipment not on
                           lease at December 31, 1997 and 1996,
                           respectively.  Fair value was based on 
                           estimates of discounted future cash    
                           flows. 
  
                           The Partnership's leasing operations
                           consist of the leasing of various      
                           types of data processing equipment and
                           telecommunications equipment.  A       
                           substantial portion of the             
                           Partnership's leases are classified as
                           direct financing leases which expire   
                           over the next two years.  Other data   
                           processing equipment is leased under   
                           operating leases that expire over the  
                           next three years.
  
  Computer Equipment       Computer equipment on operating leases
  on Operating Leases;     is stated at cost.  Depreciation is    
  Depreciation             computed using the double declining    
                           balance and straight-line methods over 
                           the estimated useful lives of the      
                           assets.
  
  
  Cash and Cash            For purposes of the statements of cash 
  Equivalents              flows, the Partnership considers all   
                           highly liquid investments purchased    
                           with a maturity of three months or     
                           less to be cash equivalents.
  
  Income Taxes             The Partnership is not a tax-paying    
                           entity for federal income tax purposes 
                           and, accordingly, no income tax        
                           expense has been provided for in the   
                           financial statements.  Income or loss  
                           from the Partnership is required to be 
                           reported by the partners on their      
                           respective income tax returns.
  
                           The Partnership is responsible for     
                           State of Illinois replacement tax on   
                           income it generates.
  
  
                                                                  
<PAGE>  
                                                                  
                                       Triumphe Leasing VIII L.P. 
        
                                   Summary of Accounting Policies
  
  
  
                           All of the Partnership's leases are    
                           treated as operating leases for income 
                           tax purposes (Note 3).
  
  Earnings per Unit        In February, 1997, the Financial       
                           Standards Board issued Statement of    
                           Financial Accounting Standard ( SFAS ) 
                           No. 128,  Earnings per Share.   The    
                           new standard simplifies the method for 
                           computing earnings per unit and        
                           requires the presentation of two new   
                           amounts, basic and fully diluted
                           earnings per unit.
   
  Management Estimates     The preparation of financial           
                           statements in conformity with          
                           generally accepted accounting          
                           principles requires management to make 
                           estimates and assumptions that affect
                           the reported amounts of assets and
                           liabilities and disclosure of          
                           contingent assets and liabilities at   
                           the date of the statements and         
                           reported amounts of revenue and        
                           expenses during the reporting period.  
                           Actual results could differ from those 
                           estimates.
  
                           The Partnership has estimated the      
                           residual values of equipment under     
                           direct financing and operating leases. 
                           These estimates have been developed
                           based upon published market values of  
                           similar equipment and the general      
                           partners  prior experience. Management 
                           has provided for estimated future      
                           losses on the disposition or lease     
                           renewals of equipment currently under  
                           lease.  Given the volatility of market 
                           for the resale of computer equipment,  
                           it is reasonably possible that the     
                           Partnership's estimates for residual
                           value may change in the near term.
  
  Recent Accounting        In June, 1997, the Financial           
  Pronouncement            Accounting Board issued SFAS No. 130, 
                           Reporting Comprehensive Income .  The  
                           new standard discusses how to report   
                           and display comprehensive income and   
                           its components.  The standard is       
                           effective for years beginning after    
                           December 15, 1997.  When the           
                           Partnership adopts this statement, it  
                           is not expected to have a material     
                           impact on the Partnership s financial  
                           statements. 
  
<PAGE>
  
                                       Triumphe Leasing VIII L.P.

                                    Notes to Financial Statements 

  
  
  1.  Leases and Computer  Estimated future minimum lease
      Equipment Financing  payments under both direct financing   
                           and operating leases, including        
                           estimated residual values of leased    
                           property (unguaranteed) of $6,972, net 
                           of unearned income under direct        
                           financing leases, and the related debt 
                           maturities under financing leases and  
                           operating leases at December 31, 1997  
                           are as follows:
[CAPTION]
<TABLE>
                             Estimated future minimum lease       
                             payments receivable 
                       ------------------------------------------ 
                                                           
                       Direct
                       financing   Operating               Debt
                       leases      leases     Total    maturities 
                       ------------------------------------------ 
       <S>            <C>         <C>        <C>        <C>
             1998     $  86,709   $ 202,851  $ 289,560  $ 227,060
             1999        21,424     119,400    140,824    124,993 
             2000          -         59,700     59,700     58,418 
                       ------------------------------------------ 
             
                        108,133     381,951    490,024    
                                                        $ 410,471 
                                                       ---------- 
   
       Less unearned
          income         12,215        -        12,215  
                       -------------------------------
                      $  95,918   $ 381,951  $ 477,869            
<FN>
</TABLE>
  
                           The various debt obligations are       
                           payable monthly to financial           
                           institutions and include interest
                           at rates ranging from 5.75% to 8.75%.  
                           The Partnership estimates that
                           the fair value of its fixed-rate       
                           borrowings approximates the carrying   
                           value at December 31, 1997 given the   
                           Partnership's current borrowing        
                           capabilities.  The debt obligations    
                           are collateralized by the related
                           equipment and future rental payments   
                           under the respective leases.  The
                           indebtedness is without recourse
                           against the Partnership.
  
  
  2.  Related Party        The Partnership pays companies related
      Transactions         to the general partners through common 
                           ownership an equipment acquisition
                           fee, in the amount of 5% of the        
                           Partnership's equity investment in     
                           such equipment, for locating and
                           acquiring equipment, arranging lease 
                           financing and locating lessees.        
                           Equipment acquisition fees are not     
                           paid unless at least 85% of the gross  
                           limited partner contributions have  
  
<PAGE>
<TABLE>  
                                                                  
                                       Triumphe Leasing VIII L.P.

                                    Notes to Financial Statements
  
  
                           been invested in equipment.  There     
                           were no fees in 1997 and 1996.
  
                           For their services in actively         
                           managing the Partnership, the
                           Partnership is charged by the general  
                           partners an equipment management fee   
                           in an amount equal to 3% of gross
                           rental payments (exclusive of taxes    
                           and other reimbursements) payable to   
                           the Partnership.  These expenses       
                           amounted to $ 55,867 and $123,317 in   
                           1997 and 1996, respectively.
  
                           At December 31, 1997, $ 470,845 of
                           equipment management fees are unpaid   
                           and included in accounts payable. Per  
                           an agreement with the general          
                           partners, the management fees are not  
                           payable until March 31, 1999.
  
  
  3.  Reconciliation of         
      Reported Net Loss
      to Tax Net (Loss)
      Income
<CAPTION>  
                 Year ended December 31,        1997        1996
                 <S>                      <C>         <C>
                 Reported net loss        $(421,613)  $(593,237)
                 Add tax leasing revenues 
                  in excess of reported 
                  leasing revenues         1,474,064   2,458,861
                 Less tax loss in excess 
                  of reported loss on 
                  sale of equipment 
                  under lease              (173,214)    (43,627)
                 Less tax depreciation 
                  in excess of reported 
                  depreciation            (1,121,110)  (847,741)  
                 Add management fees in
                  excess of tax management 
                  fees                        55,866       -      
                 ------------------------------------------------
  
                 Tax net (loss) income   $  (186,007) $  974,256  
                 ------------------------------------------------
<FN>  
</TABLE>

<PAGE>  

  
                                       Triumphe Leasing VIII L.P.

                                    Notes to Financial Statements
  
  
  
                           The Partnership's tax basis in its net
                           assets differs from the amount at      
                           which its net assets are reported for  
                           financial purposes, principally due to
                           the accounting for direct financing    
                           leases.  At December 31, 1997, the     
                           Partnership's basis for financial      
                           reporting purposes of its net assets   
                           was less than its basis for tax        
                           reporting purposes by approximately    
                           $651,000.  As a result, aggregate      
                           future income for income tax reporting 
                           purposes will be lesser than for       
                           financial reporting purposes.
  
  
  4.  Major Customers      Approximately 74% and 75% of the
                           Partnership s lease income
                           in the years ended December 31, 1997   
                           and 1996, respectively, was from six   
                           customers.  The percentages are as     
                           follows:
  
                                         1997           1996
                      ------------------------------------------  
                      Customer A          35%            12%  
                      Customer B          26             18
                      Customer C          13              -
                      Customer D           -             21
                      Customer E           -             14
                      Customer F           -             10       
                      ------------------------------------------- 
                      Total               74%            75%
                      -------------------------------------------
 
                           For those direct financing leases in   
                           which the Partnership has a net        
                           investment at December 31, 1997,
                           100% was with one customer which       
                           manufactures pharmaceuticals,          
                           plastics, specialty chemicals,         
                           advanced materials and agricultural    
                           products.
  
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>   5
       
<S>                                          <C>
<PERIOD-TYPE>                                1-YEAR 
<FISCAL-YEAR-END>                            DEC-31-1997
<PERIOD-START>                               JAN-01-1997
<PERIOD-END>                                 DEC-31-1997
<CASH>                                            83,982
<SECURITIES>                                           0     
<RECEIVABLES>                                          0
<ALLOWANCES>                                           0
<INVENTORY>                                            0
<CURRENT-ASSETS>                                 160,098    
<PP&E>                                         1,043,192
<DEPRECIATION>                                   876,589
<TOTAL-ASSETS>                                   347,753
<CURRENT-LIABILITIES>                            230,661   
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                             0
<TOTAL-LIABILITY-AND-EQUITY>                     347,753
<SALES>                                                0        
<TOTAL-REVENUES>                                 250,802
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                60,777
<INCOME-PRETAX>                                (421,613)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                            (421,613)
<DISCONTINUED>                                         0
<CHANGES>                                              0    
<NET-INCOME>                                           0
<EPS-PRIMARY>                                          0
<EPS-DILUTED>                                          0
        

</TABLE>


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