FORM 10-KSB--Annual or Transitional Report Under
                               Section 13 or 15(d)
                                   Form 10-KSB
(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 [No Fee Required]

                    For the fiscal year ended December 31, 2000

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [No Fee Required]

                  For the transition period _________to _________

                         Commission file number 0-14554

                           NATIONAL PROPERTY INVESTORS 8
                   (Name of small business issuer in its charter)

         California                                              13-3254885
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 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 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]

State issuer's revenues for its most recent fiscal year.  $4,778,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2000. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

                                     PART I

Item 1.     Description of Business

National  Property   Investors  8  (the  "Partnership"  or  "Registrant")  is  a
California  limited  partnership  formed in October  1983.  The  Partnership  is
engaged in the business of  operating  and holding  real estate  properties  for
investment.  NPI Equity  Investments,  Inc., a Florida  corporation,  became the
Registrant's  managing  general partner (the "Managing  General Partner" or "NPI
Equity") on December 20, 1991. The Managing  General Partner was a subsidiary of
National Property Investors, Inc. ("NPI") until December 31, 1996, at which time
Insignia  Properties Trust ("IPT") acquired the stock of NPI Equity. On February
26, 1999, IPT merged into Apartment  Investment and Management Company ("AIMCO")
(see "Transfer of Control" below).  The partnership  agreement provides that the
Partnership  is to terminate on December 31, 2008,  unless  terminated  prior to
such date.

Commencing  May 13, 1985,  the  Registrant  offered  pursuant to a  Registration
Statement filed with the Securities and Exchange  Commission up to 150,000 Units
of Limited  Partnership  Interest (the "Units") at a purchase  price of $500 per
Unit with a minimum purchase of 5 Units.  Upon termination of the offering,  the
Registrant  had  accepted  subscriptions  for 44,882  Units for an  aggregate of
$22,441,000.  In addition,  the Managing General Partner  contributed a total of
$1,000 to the Partnership.  Since its initial  offering,  the Registrant has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.  All the net  proceeds  of the  offering  were  invested in three
properties,  two of which continue to be held by the  Partnership.  See "Item 2.
Description  of  Properties"  below  for  a  description  of  the  Partnership's
remaining properties.

The  Partnership  has no full time  employees.  The Managing  General Partner is
vested with full authority as to the general  management and  supervision of the
business  and  affairs of the  Partnership.  Limited  Partners  have no right to
participate  in the  management  or conduct of such  business  and  affairs.  An
affiliate  of  the  Managing  General  Partner  provided  day-to-day  management
services  for  the  Partnership's  investment  properties  for the  years  ended
December 31, 2000 and 1999.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Registrant's  properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments at the  Partnership's  properties  and the rents that may be
charged  for  such  apartments.  While  the  Managing  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment  units in the United  States and  competition  for the  apartments  is
local.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc.  ("Insignia") and IPT merged
into AIMCO, a publicly traded real estate investment trust, with AIMCO being the
surviving  corporation (the "Insignia Merger"). As a result, AIMCO acquired 100%
ownership interest in the Managing General Partner. The Managing General Partner
does not believe that this transaction has had or will have a material effect on
the affairs and operations of the Partnership.

Item 2.     Description of Properties

The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>

                                   Date of
Property                           Purchase       Type of Ownership         Use

Williamsburg on the Lake           03/12/86  Fee ownership subject to    Apartment
<S>                                                                      <C>
  Apartments                                 first mortgage              460 units
  Indianapolis, Indiana

Huntington Apartments              02/11/88  Fee ownership subject to    Apartment
  Morrisville, North Carolina                first mortgage              212 units
</TABLE>

Schedule of Properties

Set forth below for each of the  Registrant's  properties is the gross  carrying
value, accumulated depreciation,  depreciable life, method of depreciation,  and
Federal tax basis.
<TABLE>
<CAPTION>

                          Carrying    Accumulated                        Federal
Property                    Value     Depreciation    Rate   Method     Tax Basis
                               (in thousands)                        (in thousands)

<S>                        <C>          <C>           <C>                <C>
Williamsburg on the        $19,662      $13,587       5-27     S/L       $ 4,827
  Lake Apartments
Huntington Apartments       12,368        5,259       5-29     S/L         6,606
                           $32,030      $18,846                          $11,433
</TABLE>

See  "Note  A" of the  financial  statements  included  in  "Item  7.  Financial
Statements" for a description of the Partnership's depreciation policy.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.
<TABLE>
<CAPTION>

                            Principal                                       Principal
                           Balance At      Stated                            Balance
                          December 31,    Interest    Period   Maturity       Due At
Property                      2000          Rate    Amortized    Date      Maturity (2)
                         (in thousands)                                   (in thousands)

<S>                          <C>           <C>         <C>       <C>         <C>
Williamsburg on the          $ 7,400       7.33%       (1)       11/03       $ 7,400
  Lake Apartments
Huntington Apartments          7,297       8.15%     20 yrs.     06/20            --
                             $14,697                                         $ 7,400
</TABLE>

(1)   Loan requires payments of interest only.

(2)   See "Item 7. Financial  Statements - Note C" for information  with respect
      to the Registrant's ability to prepay the loans and other specific details
      about the loans.

Rental Rates and Occupancy

Average annual rental rate and occupancy for 2000 and 1999 for each property:

                                     Average Annual              Average Annual
                                      Rental Rate                  Occupancy
                                       (per unit)
 Property                         2000            1999          2000        1999

 Williamsburg on the Lake
   Apartments                    $6,715         $6,487          93%          94%
 Huntington Apartments            9,401          9,410          88%          90%


As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from other  apartment  complexes in the area. The Managing  General
Partner  believes  that  all of the  properties  are  adequately  insured.  Each
property is an apartment  complex  which  leases units for one year or less.  No
residential  tenant leases 10% or more of the available rental space. All of the
properties are in good physical  condition,  subject to normal  depreciation and
deterioration as is typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2000 for each property were:

                                                  2000            2000
                                                 Billing          Rate
                                             (in thousands)

Williamsburg on the Lake Apartments               $367           10.52%
Huntington Apartments                              130            1.04%

Capital Improvements

Williamsburg on the Lake Apartments

During the year ended December 31, 2000, the Partnership completed approximately
$615,000  of  capital  expenditures  at  Williamsburg  on  the  Lake  Apartments
consisting  primarily  of  appliances,  carpet  and  vinyl  replacements,  major
landscaping,   structural  improvements,  and  submetering  improvements.  These
improvements  were  funded  from  operating  cash  flow  and  the  Partnership's
reserves.  The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected  to be  $275  per  unit or  $126,500.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Huntington Athletic Club Apartments

During the year ended December 31, 2000, the Partnership completed approximately
$574,000  of  capital   expenditures  at  Huntington  Athletic  Club  Apartments
consisting primarily of floor covering  replacements,  structural  improvements,
appliances,  and swimming pool  upgrades.  These  improvements  were funded from
operating  cash flow.  The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $275 per unit or $58,300.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

The Partnership is a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect  on the  financial  condition  or  results  of
operations of the Partnership.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended  December 31, 2000, no matter was submitted to the vote
of unit holders through the solicitation of proxies or otherwise.


                                     PART II

Item 5. Market for the  Partnership's  Common Equity and Related Security Holder
        Matters

The Partnership sold 44,882 Limited  Partnership Units aggregating  $22,441,000.
In addition,  the Managing General Partner  contributed a total of $1,000 to the
Partnership.  The  Partnership  currently  has 961  holders of record  owning an
aggregate of 44,882  Units.  Affiliates  of the Managing  General  Partner owned
26,367  Units or 58.75% at  December  31,  2000.  No public  trading  market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 1999 and 2000:

                                                Distributions
                                        Aggregate          Per Limited
                                      (in thousands)     Partnership Unit

       01/01/99 - 12/31/99              $1,874 (1)            $41.33
       01/01/00 - 12/31/00               4,423 (2)             97.57

(1)   Consists of $266,000 of cash from  operations  and $1,608,000 of cash from
      previously  undistributed  proceeds from  refinancings  and property sales
      from prior years (see "Item 6" for further details).

(2)   Consists of $1,245,000 of cash from operations and $3,178,000 of cash from
      the refinancing proceeds of Huntington Athletic Club Apartments (see "Item
      6" for further details).

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings, and/or property sales. The Partnership's distribution
policy is reviewed on a quarterly  basis.  There can be no  assurance,  however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  improvements,  to permit any additional  distributions to its
partners in 2001 or subsequent periods. See "Item 2. Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 26,367 limited partnership
units in the Partnership  representing 58.75% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates or affiliates of the Managing  General  Partner.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of  matters,  which  would  include  without
limitation, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 58.75%
of the  outstanding  units,  AIMCO is in a  position  to  influence  all  voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.  However,  DeForest Ventures II L.P., from whom AIMCO,  through
its merger with Insignia,  acquired 16,447 units,  had agreed for the benefit of
non-tendering  unitholders,  that it would vote these  units:  (i)  against  any
increase  in  compensation  payable  to  the  Managing  General  Partner  or  to
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on AIMCO and its affiliates right to
vote each Unit acquired.

Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The Registrant's net loss for the year ended December 31, 2000 was approximately
$458,000 as compared to net income of approximately  $156,000 for the year ended
December 31, 1999.  The net loss for the year ended December 31, 2000 was due to
the  recognition in 2000 of an  extraordinary  loss on early  extinguishment  of
debt,  as well as an increase in total  expenses,  partially  offset by a slight
increase in total revenues.  The extraordinary  loss on early  extinguishment of
debt relates to the  refinancing  of the mortgage at  Huntington  Athletic  Club
Apartments (see discussion below).

Total revenues increased for the year ended December 31, 2000 due to an increase
in other income which was partially offset by a decrease in rental income. Other
income  increased  for the year ended  December  31,  2000 due to an increase in
tenant  charges at  Williamsburg  on the Lake  Apartments,  increased  corporate
housing  revenue at Huntington  Athletic  Club  Apartments  and increased  local
telephone  commissions at both properties.  Rental income decreased for the year
ended December 31, 2000 due to decreased  occupancy at both of the Partnership's
properties and increased  concessions  and bad debt expenses at  Williamsburg on
the Lake  Apartments  which was  partially  offset by increased  average  annual
rental rates at Williamsburg on the Lake Apartments and decreased concessions at
Huntington Athletic Club Apartments.

Total  expenses  increased for the year ended December 31, 2000 due to increases
in operating,  interest,  depreciation, and general and administrative expenses,
which were  partially  offset by a decrease in property tax  expense.  Operating
expenses increased  primarily due to an increase in interior  painting,  payroll
expenses,  and  insurance  expense  at  both  of the  Partnership's  properties.
Interest  expense  increased due to the refinancing of Huntington  Athletic Club
Apartments,  which  increased  the debt  balance at the  property,  as discussed
below.  Depreciation expense increased due to property additions during the past
twelve months. General and administrative expenses increased over the comparable
period due to an increase in the non-accountable  partnership  reimbursement and
partnership   management  fees  paid  to  the  Managing   General  Partner  from
distributions  from  operations  as provided in the  Partnership  Agreement,  an
increase in the cost of services  included in the management  reimbursements  to
the Managing  General  Partner as allowed under the Partnership  Agreement,  and
increased  professional  fees necessary to manage the  Partnership.  Included in
general  and  administrative  expenses  at both  December  31, 2000 and 1999 are
management  reimbursements  to the Managing  General  Partner  allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit  required by the  Partnership  Agreement are also  included.  Property tax
expense decreased due to the timing of the receipt of the property tax bills.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting  the  Registrant  from increases in
expenses. As part of this plan, the Managing General Partner attempts to protect
the  Registrant  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2000,  the  Partnership  held  cash and cash  equivalents  of
approximately  $345,000  compared to  approximately  $1,743,000  at December 31,
1999.  The decrease of  approximately  $1,398,000  in cash and cash  equivalents
since  December  31,  1999 is due to  approximately  $840,000  of  cash  used in
financing  activities  and  approximately  $1,626,000  of cash used in investing
activities,  which was  partially  offset by  approximately  $1,068,000  of cash
provided by operating activities. Cash used in financing activities consisted of
distributions  to the  partners,  the payoff of the  previous  debt  encumbering
Huntington Athletic Club Apartments,  payments of principal made on the mortgage
encumbering Huntington Athletic Club Apartments,  the payment of loan costs, and
a prepayment  penalty  relating to the  refinance of  Huntington  Athletic  Club
Apartments  partially  offset by proceeds from the  refinancing  of the mortgage
encumbering  Huntington  Athletic  Club  Apartments.   Cash  used  in  investing
activities consisted of property  improvements and replacements and net deposits
to escrow accounts  maintained by the mortgage lender.  The Partnership  invests
its working capital reserves in money market accounts.

On May 11, 2000, the Partnership  refinanced the mortgage encumbering Huntington
Athletic Club Apartments. The refinancing replaced indebtedness of approximately
$3,364,000  with a new  mortgage in the amount of  $7,372,000.  The new mortgage
carries a stated  interest rate of 8.15% as compared to the 9.85%  interest rate
on the old  mortgage.  Payments on the mortgage  loan are due monthly  until the
loan  matures  on June 1, 2020 at which time the loan is  scheduled  to be fully
amortized.  In  addition,  the  Partnership  was  required to establish a repair
escrow  of   approximately   $454,000  with  the  lender  for  certain   capital
replacements.  Total  capitalized  loan costs  were  approximately  $160,000  at
December 31, 2000. The Partnership recognized an extraordinary loss on the early
extinguishment  of  debt  of  approximately  $181,000  due to the  write-off  of
unamortized loan costs and a prepayment penalty.

The Managing  General Partner has extended to the Partnership a $500,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit.  Based on present plans, the Managing General Partner
does not anticipate  the need to borrow in the near future.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year.  The  minimum  amount  to be  budgeted  will be $275 per unit or
$184,800.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated  cash  flow  generated  by  the  property.  The  additional  capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. Huntington Athletic
Club Apartment's mortgage indebtedness of approximately  $7,297,000 is amortized
over  20  years  and  matures  June  1,  2020.  The  mortgage   encumbering  the
Williamsburg  on the Lake  Apartments  requires  interest only payments with the
principal  balance of  $7,400,000  due in November  2003.  The Managing  General
Partner will attempt to refinance such  indebtedness  and/or sell the properties
prior to such maturity dates. If the properties cannot be refinanced or sold for
a sufficient  amount,  the Partnership  may risk losing such properties  through
foreclosure.

During the year ended  December  31,  2000,  the  Registrant  declared  and paid
distributions  of  approximately  $4,423,000  (approximately  $4,379,000  to the
limited  partners  or  $97.57  per  limited   partnership  unit)  consisting  of
approximately  $1,245,000  (approximately  $1,233,000 to the limited partners or
$27.47  per  limited   partnership   unit)  from  operations  and  approximately
$3,178,000  (approximately  $3,146,000  to the  limited  partners  or $70.10 per
limited  partnership unit) from the refinancing  proceeds of Huntington Athletic
Club  Apartments.  During the year  ended  December  31,  1999,  the  Registrant
declared  and  paid  distributions  of  approximately  $266,000   (approximately
$263,000 to the limited  partners  or $5.86 per limited  partnership  unit) from
operations and approximately $1,608,000 (approximately $1,592,000 to the limited
partners or $35.47 per limited  partnership  unit) from refinancing and property
sale proceeds  from prior years.  Future cash  distributions  will depend on the
levels of net cash generated from operations, the availability of cash reserves,
and the timing of debt  maturities,  refinancings  and/or  property  sales.  The
Registrant's  distribution policy is reviewed on a quarterly basis. There can be
no assurance,  however,  that the Registrant will generate sufficient funds from
operations, after required capital improvements, to permit further distributions
to its partners in 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 26,367 limited partnership
units in the Partnership  representing 58.75% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates or affiliates of the Managing  General  Partner.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of  matters,  which  would  include  without
limitation, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 58.75%
of the  outstanding  units,  AIMCO is in a  position  to  influence  all  voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.  However,  DeForest Ventures II L.P., from whom AIMCO,  through
its merger with Insignia,  acquired 16,447 units,  had agreed for the benefit of
non-tendering  unitholders,  that it would vote these  units:  (i)  against  any
increase  in  compensation  payable  to  the  Managing  General  Partner  or  to
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on AIMCO and its affiliates right to
vote each Unit acquired.

<PAGE>

Item 7.     FINANCIAL STATEMENTS

NATIONAL PROPERTY INVESTORS 8

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2000

      Statements of Operations - Years ended December 31, 2000 and 1999

      Statements  of  Changes  in  Partners'  (Deficit)  Capital  - Years  ended
      December 31, 2000 and 1999

      Statements of Cash Flows - Years ended December 31, 2000 and 1999

      Notes to Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
National Property Investors 8


We have audited the accompanying  balance sheet of National Property Investors 8
as of December 31, 2000, and the related  statements of  operations,  changes in
partners'  (deficit)  capital,  and cash  flows for each of the two years in the
period  ended   December  31,  2000.   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 auditing standards generally accepted
in the United States. 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 the  Partnership's  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 National Property Investors 8
at December 31, 2000,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2000, in conformity  with
accounting principles generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 2, 2001



<PAGE>




                           NATIONAL PROPERTY INVESTORS 8

                                  BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2000
<TABLE>
<CAPTION>



Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   345
   Receivables and deposits                                                      170
   Restricted escrows                                                            538
   Other assets                                                                  279
   Investment properties (Notes C and F):
      Land                                                    $ 1,970
      Buildings and related personal property                   30,060
                                                                32,030
      Less accumulated depreciation                            (18,846)       13,184
                                                                            $ 14,516
Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                       $   254
      Tenant security deposit liabilities                                         71
      Accrued property taxes                                                     344
      Other liabilities                                                          233
      Mortgage notes payable (Note C)                                         14,697

Partners' Deficit
   General partner                                             $  (234)
   Limited partners (44,882 units issued and
      outstanding)                                                (849)       (1,083)
                                                                            $ 14,516
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                           NATIONAL PROPERTY INVESTORS 8

                            STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)
<TABLE>
<CAPTION>



                                                          Years Ended December 31,
                                                             2000          1999
Revenues:
<S>                                                         <C>           <C>
  Rental income                                             $ 4,404       $ 4,437
  Other income                                                  374           314
      Total revenues                                          4,778         4,751

Expenses:
  Operating                                                   1,886         1,738
  General and administrative                                    323           220
  Depreciation                                                1,329         1,229
  Interest                                                    1,086           917
  Property taxes                                                431           491
      Total expenses                                          5,055         4,595

(Loss) income before extraordinary item                        (277)          156
Extraordinary loss on early extinguishment of debt
  (Note C)                                                     (181)           --

Net (loss) income (Note D)                                  $  (458)        $ 156

Net (loss) income allocated to general partner (1%)          $   (5)          $ 2
Net (loss) income allocated to limited partners (99%)          (453)          154

                                                            $  (458)        $ 156
Per limited partnership unit:
  (Loss) income before extraordinary item                   $ (6.10)       $ 3.43
  Extraordinary loss on early extinguishment of debt          (3.99)           --

Net (loss) income                                           $(10.09)       $ 3.43

Distributions per limited partnership unit                  $ 97.57       $ 41.33
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                           NATIONAL PROPERTY INVESTORS 8

                STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (in thousands, except unit data)

<TABLE>
<CAPTION>


                                         Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>          <C>        <C>        <C>
Original capital contributions            44,882       $    1     $22,441    $22,442

Partners' (deficit) capital at
  December 31, 1998                       44,882       $ (168)    $ 5,684    $ 5,516

Distributions to partners                     --          (19)     (1,855)    (1,874)

Net income for the year ended
  December 31, 1999                           --            2         154        156

Partners' (deficit) capital at
  December 31, 1999                       44,882         (185)      3,983      3,798

Distributions to partners                     --          (44)     (4,379)    (4,423)

Net loss for the year ended
  December 31, 2000                           --           (5)       (453)      (458)

Partners' deficit at
  December 31, 2000                       44,882       $ (234)    $ (849)    $(1,083)
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>

                           NATIONAL PROPERTY INVESTORS 8

                            STATEMENTS OF CASH FLOWS
                                   (in thousands)
<TABLE>
<CAPTION>


                                                             Years Ended December 31,
                                                                 2000         1999
Cash flows from operating activities:
<S>                                                             <C>            <C>
  Net (loss) income                                             $  (458)       $ 156
  Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
     Amortization of loan costs                                      35           38
     Depreciation                                                 1,329        1,229
     Extraordinary loss on early extinguishment of debt             181           --
     Change in accounts:
      Receivables and deposits                                      (63)         174
      Other assets                                                   (2)         (26)
      Accounts payable                                               90           13
      Tenant security deposit liabilities                            (1)           6
      Accrued property taxes                                       (150)          24
      Other liabilities                                              10           56
          Net cash provided by operating activities                 971        1,670

Cash flows from investing activities:
  Property improvements and replacements                         (1,092)        (412)
  Net (deposits to) withdrawals from restricted escrows            (437)         685
          Net cash (used in) provided by investing
               activities                                        (1,529)         273

Cash flows from financing activities:
  Payments on mortgage notes payable                                (97)         (72)
  Payoff of mortgage note payable                                (3,364)          --
  Proceeds from mortgage note payable                             7,372           --
  Prepayment penalty                                               (168)          --
  Loan costs paid                                                  (160)          --
  Distributions to partners                                      (4,423)      (1,874)
          Net cash used in financing activities                    (840)      (1,946)

Net decrease in cash and cash equivalents                        (1,398)          (3)

Cash and cash equivalents at beginning of year                    1,743        1,746

Cash and cash equivalents at end of year                         $  345      $ 1,743

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,029       $  880

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                       $   97         $ --
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>

                           NATIONAL PROPERTY INVESTORS 8

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000


Note A - Organization and Significant Accounting Policies

Organization:  National Property Investors 8, a California  Limited  Partnership
(the  "Partnership"  or  "Registrant"),  was organized under the Uniform Limited
Partnership Laws of California on June 26, 1984. NPI Equity Investments, Inc. is
the  managing   general  partner  (the  "Managing   General   Partner")  of  the
Partnership.   The  Managing  General  Partner  is  a  subsidiary  of  Apartment
Investment and Management Company ("AIMCO"). See "Note B - Transfer of Control".
The  directors  and  officers  of the  Managing  General  Partner  also serve as
executive  officers  of  AIMCO.  The  Partnership  Agreement  provides  that the
Partnership  is to terminate on December 31, 2008,  unless  terminated  prior to
such date. The Partnership operates two properties, one located in Indianapolis,
Indiana, and one located in Morrisville, North Carolina.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Profits,  Gains,  and Losses:  Profits,  gains,  and losses of the
Partnership are allocated between the general and limited partners in accordance
with the provisions of the Partnership Agreement.

Profits,  not including  gains from property  dispositions,  are allocated as if
they were distributions of net cash from operations.

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds and shall be  allocated  to the general  partner to the extent that the
general  partner  would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest of the general partner will be equal to at least 1% of each gain at all
times during the existence of the Partnership.

Net  income,  other  than  that  arising  from  the  occurrence  of  a  sale  or
disposition,   and  all  losses,   including  losses  attributable  to  property
dispositions,  are allocated  99% to the limited  partners and 1% to the general
partner. Accordingly, net (loss) income as shown in the statements of operations
and changes in partner's  (deficit) capital for 2000 and 1999 were allocated 99%
to the limited  partners and 1% to the general  partner.  Net (loss)  income per
limited  partnership  unit for each such year was  computed as 99% of net income
divided by 44,882 units outstanding.

Upon the sale of all properties and termination of the Partnership,  the general
partner  may be required  to  contribute  certain  funds to the  Partnership  in
accordance with the partnership agreement.

Fair Value of Financial Statements:  Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity, approximates its carrying balance.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $214,000 at
December 31, 2000 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after  March 15,  1984 and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Loan Costs: Loan costs of approximately $371,000, less accumulated  amortization
of approximately  $128,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

Tenant Security  Deposits:  The Partnership  requires security deposits from all
apartment  lessees for the duration of the lease and such  deposits are included
in  receivables  and deposits.  Deposits are refunded  when the tenant  vacates,
provided the tenant has not damaged its space and is current on rental payments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on leases. In addition, the
Managing General Partner's policy is to offer rental  concessions during periods
of declining  occupancy or in response to heavy  competition  from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Restricted Escrows:

      Repair Escrow: At the time of the refinancing of Huntington  Athletic Club
      Apartments,  the  Partnership was required to establish a repair escrow of
      approximately  $454,000 with the lender for certain capital  replacements.
      The balance at December 31, 2000 is approximately  $457,000 which includes
      interest.

      Reserve  Account:  A general  reserve account was established in 1996 with
      the refinancing  proceeds for Williamsburg on the Lake  Apartments.  These
      funds were  established to cover  necessary  repairs and  replacements  of
      existing  improvements.  The balance at December 31, 2000 is approximately
      $65,000 which includes interest.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  In  accordance  with SFAS No. 121,  "Accounting  for the  Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed of", the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  Costs of apartment  properties that have
been  permanently  impaired  have  been  written  down to  appraised  value.  No
adjustments  for  impairment of value were recorded in the years ended  December
31, 2000 or 1999.

Segment Reporting:  SFAS No. 131, Disclosure about Segments of an Enterprise and
Related  Information  established  standards  for the way that  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Managing General Partner believes that  segment-based  disclosures
will not result in a more meaningful  presentation than the financial statements
as currently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $87,000  and  $79,000  for the years ended
December 31, 2000 and 1999,  respectively,  were charged to operating expense as
incurred.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial  Group,  Inc.  ("Insignia") and Insignia
Properties  Trust merged into AIMCO,  a publicly  traded real estate  investment
trust, with AIMCO being the surviving  corporation (the "Insignia Merger"). As a
result,  AIMCO acquired 100% ownership interest in the Managing General Partner.
The Managing  General Partner does not believe that this  transaction has had or
will have a material effect on the affairs and operations of the Partnership.

Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                             Principal    Monthly                           Principal
                            Balance At    Payment     Stated                 Balance
                             December    Including   Interest  Maturity      Due At
                                31,
Property                       2000       Interest     Rate      Date       Maturity
                                 (in thousands)                          (in thousands)
Williamsburg on the Lake
<S>                           <C>          <C>         <C>       <C>         <C>
  Apartments                  $ 7,400      $  45(1)    7.33%     11/03       $ 7,400
Huntington Apartments           7,297         62       8.15%     06/20            --

          Totals              $14,697      $ 107                             $ 7,400
</TABLE>

(1)   Interest only payments.

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
respective  apartment properties and by a pledge of revenues from the respective
apartment properties.  The notes require prepayment penalties if repaid prior to
maturity.   Further,  the  properties  may  not  be  sold  subject  to  existing
indebtedness.

On May 11, 2000, the Partnership  refinanced the mortgage encumbering Huntington
Athletic Club Apartments. The refinancing replaced indebtedness of approximately
$3,364,000  with a new  mortgage in the amount of  $7,372,000.  The new mortgage
carries a stated  interest rate of 8.15% as compared to the 9.85%  interest rate
on the old  mortgage.  Payments on the mortgage  loan are due monthly  until the
loan  matures  on June 1, 2020 at which time the loan is  scheduled  to be fully
amortized.  In  addition,  the  Partnership  was  required to establish a repair
escrow  of   approximately   $454,000  with  the  lender  for  certain   capital
replacements.  Total  capitalized  loan costs  were  approximately  $160,000  at
December 31, 2000. The Partnership recognized an extraordinary loss on the early
extinguishment  of  debt  of  approximately  $181,000  due to the  write-off  of
unamortized loan costs and a prepayment penalty.

Scheduled  principal  payments on mortgage notes payable  subsequent to December
31, 2000 are as follows (in thousands):

                               2001             $   159
                               2002                 173
                               2003               7,588
                               2004                 203
                               2005                 221
                            Thereafter            6,353
                                                $14,697

Note D - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported  net (loss)  income and Federal
taxable income (in thousands, except per unit data):

                                              2000         1999

Net (loss) income as reported                $ (458)       $ 156
Add (deduct):
   Depreciation differences                      85           90
   Miscellaneous                                (15)          35

Federal taxable (loss) income                $ (388)       $ 281

Federal taxable (loss) income per
   limited partnership unit                  $(8.55)      $ 6.21

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

                                                     2000
Net liabilities as reported                        $(1,083)
Land and buildings                                  (1,267)
Accumulated depreciation                              (483)
Syndication and distribution costs                   2,637
Other                                                  133
Net liabilities - Federal tax basis                 $  (63)

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following expenditures were paid or
accrued to the Managing  General  Partner and affiliates  during the years ended
December 31, 2000 and 1999:

                                                          2000       1999
                                                          (in thousands)

Property management fees (included in operating
  expenses)                                               $243       $243
Reimbursement for services of affiliates
  (included in general and administrative expenses
  and investment properties)                               243        107
Non-accountable partnership reimbursement (included
  in general and administrative expense)                    67         26
Partnership management fee (included in general
  and administrative expense)                               25         --
Loan costs (included in other assets)                       74         --

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately $243,000 for both of the years
ended December 31, 2000 and 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $243,000 and
$107,000 for the years ended December 31, 2000 and 1999, respectively.

For services relating to the  administration of the Partnership and operation of
its properties,  the Managing General Partner is entitled to receive payment for
non-accountable   expenses  up  to  a  maximum  of  $150,000  per  year  out  of
distributions  from operations based upon the number of Partnership  units sold,
subject  to  certain   limitations.   The  Managing   General  Partner  received
approximately  $67,000 and $26,000  for the years  ended  December  31, 2000 and
1999, respectively, for non-accountable expense reimbursements.

For managing the affairs of the Partnership, the Managing General Partner of the
Partnership  is entitled to receive a  partnership  management  fee.  The fee is
equal to 4% of the  Partnership's  adjusted cash from operations,  as defined in
the Partnership  Agreement,  in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited  partners  adjusted
cash from operations in such year which is equal to 5% of the limited  partners'
adjusted invested capital, as defined,  on a non-cumulative  basis. In addition,
50% of the fee shall not be paid until the  Partnership  has  distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners'  adjusted  invested capital on a non-cumulative  basis.
The fee shall be paid when adjusted cash from  operations is  distributed to the
limited partners.  The Managing General Partner was paid  approximately  $25,000
during the year ended  December  31, 2000 for such fees.  The  Managing  General
Partner  was not  entitled  to receive a similar  reimbursement  during the year
ended December 31, 1999.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $74,000 for loan costs
related to the  refinancing of one of the  Partnership's  properties  during the
year ended December 31, 2000.  These costs were  capitalized and are included in
other assets on the consolidated balance sheet.

The Managing  General Partner has  established a revolving  credit facility (the
"Partnership  Revolver")  to be used to fund  deferred  maintenance  and working
capital needs of the Partnership.  The maximum draw available to the Partnership
under the Partnership Revolver is $500,000. Loans under the Partnership Revolver
will have a term of 365 days,  be unsecured  and bear interest at the rate of 2%
per  annum in  excess of the  prime  rate  announced  from time to time by Chase
Manhattan  Bank.  The maturity date of such borrowing will be accelerated in the
event of: (i) the removal of the Managing  General  Partner  (whether or not For
Cause);  (ii) the sale or refinancing of a property by the Partnership  (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property); or (iii) the liquidation of the Partnership.  The Partnership has not
borrowed under the Partnership Revolver, to date.

Upon sale of  Partnership  properties,  the  Managing  General  Partner  will be
entitled to an incentive compensation fee equal to a declining percentage of the
difference  between the total  amount  distributed  to limited  partners and the
appraised value of their  investment at February 1, 1992. The percentage  amount
to be realized by the Managing General  Partner,  if any, will be dependent upon
the year in which the property is sold.  Payment of the  incentive  compensation
fee  is  subordinated  to  the  receipt  by  the  limited   partners,   of:  (a)
distributions  from  capital  transaction  proceeds of an amount  equal to their
present  appraised  investment in the  Partnership  at February 1, 1992; and (b)
distributions from all sources (capital transactions as well as cash flow) of an
amount equal to six percent (6%) per annum cumulative,  noncompounded,  on their
present appraised investment in the Partnership at February 1, 1992.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 26,367 limited partnership
units in the Partnership  representing 58.75% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates or affiliates of the Managing  General  Partner.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of  matters,  which  would  include  without
limitation, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 58.75%
of the  outstanding  units,  AIMCO is in a  position  to  influence  all  voting
decisions with respect to the Registrant.

When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the Managing General Partner because of
its affiliation with the Managing General Partner. However, DeForest Ventures II
L.P., from whom AIMCO, through its merger with Insignia,  acquired 16,447 units,
had agreed  for the  benefit of  non-tendering  unitholders,  that it would vote
these units:  (i) against any increase in  compensation  payable to the Managing
General Partner or to affiliates;  and (ii) on all other matters submitted by it
or its  affiliates,  in  proportion  to the  votes  cast by non  tendering  unit
holders. Except for the foregoing, no other limitations are imposed on AIMCO and
its affiliates right to vote each Unit acquired.

Note F - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)

                                                          Buildings         Cost
                                                         and Related     Capitalized
                                                           Personal     Subsequent to
Description                  Encumbrances      Land        Property      Acquisition
                            (in thousands)                             (in thousands)
Williamsburg on the Lake
<S>                             <C>           <C>          <C>             <C>
  Apartments                    $ 7,400       $   590      $14,822         $ 4,250
Huntington Apartments             7,297         1,368        9,233           1,767

Total                           $14,697       $ 1,958      $24,055         $ 6,017
</TABLE>

<TABLE>
<CAPTION>

                   Gross Amount At Which
                          Carried
                   At December 31, 2000
                      (in thousands)

                         Buildings
                        And Related
                         Personal            Accumulated     Year of      Date    Depreciable
Description      Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                            (in thousands)
Williamsburg
  on the Lake
<S>             <C>       <C>       <C>        <C>          <C>  <C>      <C>      <C>
  Apartments    $   594   $19,068   $19,662    $13,587      1974-1976     03/86    5-27 yrs
Huntington
  Apartments      1,376    10,992    12,368      5,259         1986       02/88    5-29 yrs

Total           $ 1,970   $30,060   $32,030    $18,846
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                               Years Ended December 31,
                                                  2000          1999
                                                    (in thousands)
         Real Estate
         Balance at beginning of year            $30,841       $30,429
             Property improvements                 1,189           412
         Balance at end of year                  $32,030       $30,841

         Accumulated Depreciation
         Balance at beginning of year            $17,517       $16,288
             Additions charged to expense          1,329         1,229
         Balance at end of year                  $18,846       $17,517

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000 and 1999,  is  approximately  $30,762,000  and  $29,607,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2000 and 1999, is  approximately  $19,329,000  and  $18,085,000,
respectively.

Note G - Distributions

During the year ended  December  31,  2000,  the  Registrant  declared  and paid
distributions  of  approximately  $4,423,000  (approximately  $4,379,000  to the
limited  partners  or  $97.57  per  limited   partnership  unit)  consisting  of
approximately  $1,245,000  (approximately  $1,233,000 to the limited partners or
$27.47  per  limited   partnership   unit)  from  operations  and  approximately
$3,178,000  (approximately  $3,146,000  to the  limited  partners  or $70.10 per
limited  partnership unit) from the refinancing  proceeds of Huntington Athletic
Club  Apartments.  During the year  ended  December  31,  1999,  the  Registrant
declared  and  paid  distributions  of  approximately  $266,000   (approximately
$263,000 to the limited  partners  or $5.86 per limited  partnership  unit) from
operations and approximately $1,608,000 (approximately $1,592,000 to the limited
partners or $35.47 per limited  partnership  unit) from refinancing and property
sale proceeds from prior years.

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

The Partnership is a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect  on the  financial  condition  or  results  of
operations of the Partnership.

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

National  Property  Investors 8 (the  "Partnership" or the  "Registrant") has no
officers or directors.  The managing  general  partner of the Partnership is NPI
Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner").

The  names  and ages of,  as well as the  positions  and  offices  held by,  the
executive  officers and directors of the Managing  General Partner are set forth
below.  There are no family  relationships  between  or among  any  officers  or
directors.

      Name                   Age   Position

      Patrick J. Foye        43    Executive Vice President and Director

      Martha L. Long         41    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since May 1998.  Prior to  joining  AIMCO,  Mr.  Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was  Managing  Partner  of the  firm's  Brussels,  Budapest  and Moscow
offices from 1992  through  1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power   Authority  and  serves  as  a  member  of  the  New  York  State
Privatization  Council.  He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act:  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited  financial  statements  with generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee or its equivalent under
generally  accepted  auditing  standards.   In  addition,  the  Partnership  has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and the Partnership  including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $34,000  and  non-audit  services  (principally  tax-related)  of
approximately $17,000.

Item 10.    Executive Compensation

Neither the director nor officers  received any  remuneration  from the Managing
General Partner during the year ended December 31, 2000.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the  Registrant  owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Registrant's  limited partnership units, by each of the directors and by all
directors and executive  officers of the Managing  General Partner as a group as
of December 31, 2000.

                                           Amount and Nature
           Name of Beneficial Owner       of Beneficial Owner    % of Class

           Insignia Properties, L.P.             17,072            38.04%
             (an affiliate of AIMCO)
           AIMCO Properties, L.P.                 9,295            20.71%
             (an affiliate of AIMCO)

Insignia Properties,  L.P. is indirectly ultimately owned by AIMCO. Its business
address is 55 Beattie Place, Greenville, South Carolina 29602.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following expenditures were paid or
accrued to the Managing  General  Partner and affiliates  during the years ended
December 31, 2000 and 1999:

                                                          2000       1999
                                                          (in thousands)

Property management fees                                  $243       $243
Reimbursement for services of affiliates                   243        107
Non-accountable partnership reimbursement                   67         26
Partnership management fee                                  25         --
Loan costs                                                  74         --

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately $243,000 for both of the years
ended December 31, 2000 and 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $243,000 and
$107,000 for the years ended December 31, 2000 and 1999, respectively.

For services relating to the  administration of the Partnership and operation of
its properties,  the Managing General Partner is entitled to receive payment for
non-accountable   expenses  up  to  a  maximum  of  $150,000  per  year  out  of
distributions  from operations based upon the number of Partnership  units sold,
subject  to  certain   limitations.   The  Managing   General  Partner  received
approximately  $67,000 and $26,000  for the years  ended  December  31, 2000 and
1999, respectively, for non-accountable expense reimbursements.

For managing the affairs of the Partnership, the Managing General Partner of the
Partnership  is entitled to receive a  partnership  management  fee.  The fee is
equal to 4% of the  Partnership's  adjusted cash from operations,  as defined in
the Partnership  Agreement,  in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited  partners  adjusted
cash from operations in such year which is equal to 5% of the limited  partners'
adjusted invested capital, as defined,  on a non-cumulative  basis. In addition,
50% of the fee shall not be paid until the  Partnership  has  distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners'  adjusted  invested capital on a non-cumulative  basis.
The fee shall be paid when adjusted cash from  operations is  distributed to the
limited partners.  The Managing General Partner was paid  approximately  $25,000
during the year ended  December  31, 2000 for such fees.  The  Managing  General
Partner  was not  entitled  to receive a similar  reimbursement  during the year
ended December 31, 1999.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $74,000 for loan costs
related to the  refinancing of one of the  Partnership's  properties  during the
year ended December 31, 2000.  These costs were  capitalized and are included in
other assets on the consolidated balance sheet.

The Managing  General Partner has  established a revolving  credit facility (the
"Partnership  Revolver")  to be used to fund  deferred  maintenance  and working
capital needs of the Partnership.  The maximum draw available to the Partnership
under the Partnership Revolver is $500,000. Loans under the Partnership Revolver
will have a term of 365 days,  be unsecured  and bear interest at the rate of 2%
per  annum in  excess of the  prime  rate  announced  from time to time by Chase
Manhattan  Bank.  The maturity date of such borrowing will be accelerated in the
event of: (i) the removal of the Managing  General  Partner  (whether or not For
Cause);  (ii) the sale or refinancing of a property by the Partnership  (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property); or (iii) the liquidation of the Partnership.  The Partnership has not
borrowed under the Partnership Revolver, to date.

Upon sale of  Partnership  properties,  the  Managing  General  Partner  will be
entitled to an incentive compensation fee equal to a declining percentage of the
difference  between the total  amount  distributed  to limited  partners and the
appraised value of their  investment at February 1, 1992. The percentage  amount
to be realized by the Managing General  Partner,  if any, will be dependent upon
the year in which the property is sold.  Payment of the  incentive  compensation
fee  is  subordinated  to  the  receipt  by  the  limited   partners,   of:  (a)
distributions  from  capital  transaction  proceeds of an amount  equal to their
present  appraised  investment in the  Partnership  at February 1, 1992; and (b)
distributions from all sources (capital transactions as well as cash flow) of an
amount equal to six percent (6%) per annum cumulative,  noncompounded,  on their
present appraised investment in the Partnership at February 1, 1992.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 26,367 limited partnership
units in the Partnership  representing 58.75% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates or affiliates of the Managing  General  Partner.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of  matters,  which  would  include  without
limitation, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 58.75%
of the  outstanding  units,  AIMCO is in a  position  to  influence  all  voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.  However,  DeForest Ventures II L.P., from whom AIMCO,  through
its merger with Insignia,  acquired 16,447 units,  had agreed for the benefit of
non-tendering  unitholders,  that it would vote these  units:  (i)  against  any
increase  in  compensation  payable  to  the  Managing  General  Partner  or  to
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on AIMCO and its affiliates right to
vote each Unit acquired.

Item 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits:

          None.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2000:

          None.


<PAGE>


                                   SIGNATURES


In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    NATIONAL PROPERTY INVESTORS 8


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                    Date:


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


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller





<PAGE>


                           NATIONAL PROPERTY INVESTORS 8

                                  Exhibit Index



Exhibit Number    Description of Exhibit


      2.5      Master Indemnity Agreement (1)

      2.6      Agreement and Plan of Merger, dated as of October 1, 1998, by and
               between AIMCO and IPT  (incorporated  by reference to Exhibit 2.1
               filed with Registrant's  Current Report on Form 8-K dated October
               1, 1998).

      3.4      Agreement of Limited Partnership (2)

               Amendments to Agreement of Limited Partnership (3)

               Amendments to Agreement of Limited Partnership (4)

               Amendments to Agreement of Limited Partnership (5)

     10.18     Property  Management  Agreement  dated  June  21,  1991,  by  and
               between the  Registrant  and NPI  Management  with respect to the
               Registrant's properties. (6)

     10.19     Deed of Trust and Security  Agreement  among the  Registrant  and
               Morgan Guaranty Trust Company of New York, as Trustee,  as Lender
               as it pertains to Huntington Apartments. (7)

     10.25     Multifamily  Mortgage  dated November 1, 1996,  between  National
               Property Investors 8, a California Limited Partnership and Lehman
               Brothers Holdings, Inc., relating to Williamsburg I & II. (8)

     10.26     Multifamily  Note  dated May 8,  2000,  by and  between  National
               Property Investors 8, a California limited partnership,  and GMAC
               Commercial  Mortgage  Corporation,   a  California   Corporation,
               relating to Huntington  Athletic Club  (incorporated by reference
               to Exhibit 10.26 filed with the Registrant's  Quarterly Report on
               Form 10-QSB for the quarter ended June 30, 2000).

     16        Letter  dated  November 10, 1998,  from the  Registrant's  former
               independent   accountant   regarding  its  concurrence  with  the
               statements made by the Registrant. (9)


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


          (1)  Incorporated  by  reference  to Exhibit  2.5 to Form 8-K filed by
               Insignia  Financial Group,  Inc. with the Securities and Exchange
               Commission on September 1, 1995.

          (2)  Incorporated  by reference to Exhibit A to the  Prospectus of the
               Registrant  dated  May 13,  1985  contained  in the  Registrant's
               Registration Statement on Form S-11 (Reg. No. 2-95864).

          (3)  Incorporated by reference to Exhibits 3, 4(b) to the Registrant's
               Form 10-K for the fiscal year ended December 31, 1985.

          (4)  Incorporated  by reference to the definitive  Proxy  Statement of
               the Registrant dated April 3, 1991.

          (5)  Incorporated   by  reference  to  the   Statement   Furnished  in
               Connection  with the  Solicitation  Of Consents of the Registrant
               dated August 28, 1992.

          (6)  Incorporated  by reference to the  Registrant's  Annual Report of
               Form  10-K  for the  year  ended  December  31,  1991.  Identical
               agreements  have been entered  into for each of the  Registrant's
               properties.  The only  difference  in the  agreements is that the
               applicable property name has been inserted into the agreement.

          (7)  Incorporated  by reference to the  Registrant's  Annual Report on
               Form 10-K for the year ended December 31, 1991.

          (8)  Incorporated  by reference to the  Registrant's  Annual Report on
               Form 10-K for the year ended December 31, 1996.

          (9)  Incorporated by reference to the  Registrant's  Current Report on
               Form 8-K dated November 10, 1998.