SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934


                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


               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 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.  $4,061,000

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, 2004. 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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     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
Partnership'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"),
a publicly  traded real  estate  investment  trust.  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 Partnership  offered 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 pursuant to a Registration  Statement filed with the
Securities  and Exchange  Commission.  Upon  termination  of the  offering,  the
Partnership  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 Partnership has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.  All of 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, 2004 and 2003.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership'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.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Managing   General  Partner   believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will have a negative effect on the Partnership's  financial condition or results
of operations.

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.

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.

Item 2.     Description of Properties

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

                                   Date of
Property                           Purchase       Type of Ownership           Use

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

Huntington Athletic Club
  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  Partnership's  properties is the gross carrying
value, accumulated depreciation,  depreciable life, method of depreciation,  and
Federal tax basis.
<TABLE>
<CAPTION>

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

<S>                      <C>           <C>          <C>                    <C>
Williamsburg on the      $20,980       $17,656      5-30 yrs.     S/L      $ 2,470
  Lake Apartments
Huntington Athletic
  Club Apartments         13,471         7,077      5-30 yrs.     S/L         5,684
                         $34,451       $24,733                             $ 8,154
</TABLE>

See "Note A, Organization and Significant  Accounting Policies" of the financial
statements  included in "Item 7. Financial  Statements" for a description of the
Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

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

                            Principal                                       Principal
                           Balance At      Stated                            Balance
                          December 31,    Interest    Period   Maturity       Due At
Property                      2004          Rate    Amortized    Date      Maturity (1)
                         (in thousands)                                   (in thousands)

<S>                          <C>           <C>       <C>         <C>           <C>
Williamsburg on the          $ 8,304       6.63%     20 yrs.     01/22         $ --
  Lake Apartments
Huntington Athletic
  Club Apartments              6,574       8.15%     20 yrs.     06/20            --
                             $14,878                                           $ --
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" 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 rates and occupancy for 2004 and 2003 for each property:

                                     Average Annual              Average Annual
                                      Rental Rates                 Occupancy
                                       (per unit)
 Property                         2004           2003           2004        2003

 Williamsburg on the Lake
   Apartments                    $5,918         $6,639          88%          82%
 Huntington Athletic Club
   Apartments                     7,421          7,607          94%          95%

The  Managing   General   Partner   attributes  the  increase  in  occupancy  at
Williamsburg  on the Lake  Apartments  to an aggressive  marketing  campaign and
reduced rental rates.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  Both of the properties of the  Partnership  are subject to
competition  from other  apartment  complexes in the area. The Managing  General
Partner  believes  that both of the  properties  are  adequately  insured.  Each
property is an apartment  complex  which  leases units for one year or less.  No
tenant leases 10% or more of the available rental space.  Both 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 2004 for each property were:

                                                  2004            2004
                                                  Taxes           Rates
                                             (in thousands)

Williamsburg on the Lake Apartments               $306            2.64%
Huntington Athletic Club Apartments                135            1.11%

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values.  The  Partnership   appealed  the  reassessed   property  tax  value  of
Williamsburg on the Lake Apartments.  In the state of Indiana property tax bills
are paid one year in arrears.  Due to the Partnership's appeal of the reassessed
property  value,  the property tax accrual for 2003 and, in certain  situations,
the  remaining  liability  for the 2002  property  tax  bills  was  based on the
property tax value as estimated by a third party  property tax  specialist.  The
appeal  was  settled  during  the year  ended  December  31,  2004 and the final
property  value  was  lower  than  the  amount  estimated  by the  third  party.
Therefore,  property tax expense for 2002 and 2003 was reduced by  approximately
$147,000  and the  estimate  for  property  taxes which will be due for 2004 was
reduced by  approximately  $70,000  during 2004 based on this  revised  property
value.

Capital Improvements

Williamsburg on the Lake Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$350,000  of  capital  expenditures  at  Williamsburg  on  the  Lake  Apartments
consisting  primarily of parking  area  improvements,  structural  improvements,
exterior  painting,  and  floor  covering  and  appliance  replacements.   These
improvements were funded from operating cash flow and advances from the Managing
General Partner.  The Partnership  regularly  evaluates the capital  improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Huntington Athletic Club Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$616,000  of  capital   expenditures  at  Huntington  Athletic  Club  Apartments
consisting  primarily of costs  associated with a  redevelopment  project at the
property,  floor covering and appliance  replacements.  These  improvements were
funded from operating cash flow and advances from the Managing  General Partner.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  Certain routine capital  expenditures are anticipated during 2005. In
addition,  the Partnership has committed to a substantial  redevelopment project
at  Huntington  Athletic  Club  Apartments  which  includes  site  improvements,
exterior  building upgrades and interior  renovations.  It is estimated that the
costs  associated with this renovation will be  approximately  $3.8 million.  In
order to fund these  renovations,  the  Partnership  sought  the  consent of its
limited  partners  to a $2.0  million  loan from an  affiliate  of the  Managing
General  Partner.  The consent to the loan was  obtained  November 5, 2004.  The
balance of the costs associated with the  redevelopment is expected to be funded
from operating cash flow. The redevelopment project is scheduled to be completed
during the third quarter of 2005. Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  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. (the "Nuanes action") 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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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 series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

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

During the quarter ended  December 31, 2004, 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 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 883  holders of record  owning an
aggregate of 44,882  Units.  Affiliates  of the Managing  General  Partner owned
27,772  units or 61.88% at  December  31,  2004.  No public  trading  market has
developed  for the  units,  and it is not  anticipated  that such a market  will
develop in the future.

There were no  distributions  during the years ended December 31, 2004 and 2003.
Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the timing of debt maturities,  property sales and/or refinancings.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  Given the balance of outstanding  loans to the Managing General Partner,
it is not expected  that the  Partnership  will generate  sufficient  funds from
operations, after required capital improvements and the redevelopment project at
Huntington Athletic Club Apartments, to permit any distributions to its partners
for the foreseeable future.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 27,772 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 61.88% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership. However, DeForest Ventures
II L.P.,  from whom an  affiliate  of AIMCO and the  Managing  General  Partner,
through its merger with  Insignia,  acquired  16,447  units,  had agreed for the
benefit of third party unitholders,  that it would vote these units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast by third  party  unit  holders.  Except  for the
foregoing, no other limitations are imposed on AIMCO or its affiliates' right to
vote each unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

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

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

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately  $1,115,000 compared to a net loss of approximately $1,415,000 for
the year ended  December 31,  2003.  The decrease in net loss for the year ended
December 31, 2004 is a result of a decrease in total  expenses  and, to a lesser
extent, an increase in total revenues.

Total  expenses  decreased for the year ended December 31, 2004 due to decreases
in operating,  general and  administrative  and property tax expenses  partially
offset by an increase in  depreciation  expense.  Operating  expenses  decreased
primarily due to a decrease in maintenance expense partially offset by increases
in  insurance  and  administrative   expenses.   Maintenance  expense  decreased
primarily due to a decrease in contract services at Williamsburg on the Lake and
Huntington  Athletic  Club  Apartments  and a decrease in exterior  and interior
building  repairs at  Williamsburg  on the Lake  Apartments.  Insurance  expense
increased due to an increase in the hazard insurance  premium at Williamsburg on
the Lake Apartments.  Administrative expense increased primarily due to the cost
of  appealing  the property tax value at  Williamsburg  on the Lake  Apartments.
Property tax expense  decreased  primarily due to a reassessment of the property
value at Williamsburg on the Lake  Apartments as discussed  below.  Depreciation
expense  increased due to fixed asset additions being placed into service during
the past year primarily at Williamsburg on the Lake Apartments.

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values.  The  Partnership   appealed  the  reassessed   property  tax  value  of
Williamsburg on the Lake Apartments.  In the state of Indiana property tax bills
are paid one year in arrears.  Due to the Partnership's appeal of the reassessed
property  value,  the property tax accrual for 2003 and, in certain  situations,
the  remaining  liability  for the 2002  property  tax  bills  was  based on the
property tax value as estimated by a third party  property tax  specialist.  The
appeal  was  settled  during  the year  ended  December  31,  2004 and the final
property  value  was  lower  than  the  amount  estimated  by the  third  party.
Therefore,  property tax expense for 2002 and 2003 was reduced by  approximately
$147,000  and the  estimate  for  property  taxes which will be due for 2004 was
reduced by  approximately  $70,000  during 2004 based on this  revised  property
value.

General and administrative  expenses decreased primarily due to reduced costs of
services included in the management  reimbursements paid to the Managing General
Partner as allowed under the Partnership Agreement and costs associated with the
annual audit required by the Partnership Agreement. Also included in general and
administrative  expenses at both December 31, 2004 and 2003 are costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies.

Total revenues increased for the year ended December 31, 2004 due to an increase
in rental  income  partially  offset by a decrease in other  income and casualty
gain (as  discussed  below).  Rental  income  increased  due to an  increase  in
occupancy  and a  decrease  in bad  debt  expense  at  Williamsburg  on the Lake
Apartments  partially  offset by a decrease in average  rental rates at both the
Partnership's  properties  and reduced  occupancy at  Huntington  Athletic  Club
Apartments.  Other  income  decreased  primarily  due  to a  decrease  in  lease
cancellation  fees and  late  charges  at  Williamsburg  on the Lake  Apartments
partially offset by an increase in utility reimbursements at Williamsburg on the
Lake Apartments.

In July 2002 a fire  occurred  at  Williamsburg  on the Lake  Apartments,  which
caused  damage to one unit in the  complex.  During the year ended  December 31,
2003 insurance  proceeds of  approximately  $25,000 were received and assets and
related accumulated  depreciation with a net book value of approximately  $6,000
were  written-off.  This  resulted in a casualty gain of  approximately  $19,000
being recognized during the year ended December 31, 2003.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  As part of this plan, the Managing
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy  level.  However,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions; accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership,  such as the local economic climate and
weather, can adversely or positively affect the Partnership's financial results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $223,000 compared to approximately $146,000 at December 31, 2003.
The  increase  of  approximately  $77,000  in cash  and cash  equivalents  since
December 31, 2003 is due to approximately $355,000 and $607,000 of cash provided
by  operating  and  financing  activities,  respectively,  partially  offset  by
approximately  $885,000 of cash used in investing  activities.  Cash provided by
financing  activities  consisted  of advances  from an affiliate of the Managing
General Partner  partially offset by payments of principal made on the mortgages
encumbering  the  Partnership's  investment  properties.  Cash used in investing
activities consisted of property improvements and replacements.  The Partnership
invests its working capital reserves in interest bearing accounts.

NPI Equity,  on behalf of the Partnership and certain  affiliated  partnerships,
has established a revolving credit facility (the  "Partnership  Revolver") to be
used to fund deferred  maintenance  and working capital needs of the Partnership
and certain other  affiliated  partnerships in the National  Property  Investors
Partnership  Series.  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 prime rate plus 2%
(7.25% at December 31, 2004) per annum.  The maturity date of any such borrowing
accelerates  in the event of:  (i) the  removal  of NPI  Equity as 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 Managing General Partner has exceeded this credit limit. It
advanced the Partnership  approximately $1,065,000 and $505,000 during the years
ended  December 31, 2004 and 2003,  respectively.  Interest  expense  during the
years ended  December 31, 2004 and 2003 was  approximately  $72,000 and $19,000,
respectively.  During the year ended  December 31, 2003,  the  Partnership  made
payments on the outstanding loans and accrued interest of approximately $92,000.
There were no payments made on outstanding  loans during the year ended December
31, 2004. At December 31, 2004, the amount of the outstanding  loans and accrued
interest  was  approximately  $1,661,000.  Subsequent  to December  31, 2004 the
Managing  General  Partner  issued  the  Partnership   additional   advances  of
approximately  $708,000 for costs  associated with a  redevelopment  project and
property taxes at Huntington Athletic Club Apartments.

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  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements.  The Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital  improvement  needs of its  properties  for the upcoming  year.  Certain
routine  capital  expenditures  are  anticipated  during 2005. In addition,  the
Partnership  has a material  commitment to complete a  redevelopment  project at
Huntington Athletic Club Apartments (as discussed below).

The Partnership is currently undergoing a substantial  redevelopment  project at
its  Huntington  Athletic Club  Apartments,  which  includes site  improvements,
exterior  building upgrades and interior  renovations.  It is estimated that the
costs  associated with this renovation will be  approximately  $3.8 million.  In
order to fund these  renovations,  the  Partnership  sought  the  consent of its
limited  partners  to a $2.0  million  loan from an  affiliate  of the  Managing
General  Partner.  The consent to the loan was obtained on November 5, 2004. The
balance of the costs associated with the  redevelopment is expected to be funded
from operating cash flow.

Such capital  expenditures will depend on the physical condition of the property
as  well  as  anticipated  cash  flow  generated  by  the  properties.   Capital
expenditures will be incurred only if cash is available from operations.  To the
extent that capital improvements are completed, the Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$14,878,000  is amortized  over 20 years and matures on June 1, 2020 and January
1, 2022 at which time the loans are scheduled to be fully amortized.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2008. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

There were no  distributions  during the years ended December 31, 2004 and 2003.
Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the timing of debt maturities,  property sales and/or refinancings.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  Given the balance of outstanding  loans to the Managing General Partner,
it is not expected  that the  Partnership  will generate  sufficient  funds from
operations, after required capital improvements,  to permit any distributions to
its partners for the foreseeable future.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 27,772 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 61.88% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership. However, DeForest Ventures
II L.P.,  from whom an  affiliate  of AIMCO and the  Managing  General  Partner,
through its merger with  Insignia,  acquired  16,447  units,  had agreed for the
benefit of third party unitholders,  that it would vote these units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast by third  party  unit  holders.  Except  for the
foregoing, no other limitations are imposed on AIMCO or its affiliates' right to
vote each unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the financial statements in "Item 7. Financial Statements". The Managing General
Partner  believes that the consistent  application of these policies enables the
Partnership  to provide  readers of the  financial  statements  with  useful and
reliable  information  about the  Partnership's  operating results and financial
condition. The preparation of financial statements in conformity with accounting
principles  generally  accepted in the United States requires the Partnership to
make  estimates and  assumptions.  These  estimates and  assumptions  affect the
reported  amounts  of  assets  and  liabilities  at the  date  of the  financial
statements  as well as reported  amounts of  revenues  and  expenses  during the
reporting  period.  Actual results could differ from these estimates.  Judgments
and  assessments  of  uncertainties  are required in applying the  Partnership's
accounting  policies  in  many  areas.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to, changes in national,  regional and local economic climate; local conditions,
such  as  an  oversupply  of  multifamily  properties;  competition  from  other
available  multifamily  property owners and changes in market rental rates.  Any
adverse  changes in these  factors could cause  impairment of the  Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Item 7.     FINANCIAL STATEMENTS

NATIONAL PROPERTY INVESTORS 8

LIST OF FINANCIAL STATEMENTS

      Report Independent Registered Public Accounting Firm

      Balance Sheet - December 31, 2004

      Statements of Operations - Years ended December 31, 2004 and 2003

      Statements  of Changes in Partners'  Deficit - Years ended  December 31,
      2004 and 2003

      Statements of Cash Flows - Years ended December 31, 2004 and 2003

      Notes to Financial Statements

             Report Independent Registered Public Accounting Firm


The Partners
National Property Investors 8


We have audited the accompanying  balance sheet of National Property Investors 8
as of December 31, 2004, and the related  statements of  operations,  changes in
partners'  deficit and cash flows for each of the two years in the period  ended
December 31, 2004.  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 the standards of the Public  Company
Accounting Oversight Board (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 consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and 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, 2004,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2004, in conformity  with
accounting principles generally accepted in the United States.


                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 10, 2005

                          NATIONAL PROPERTY INVESTORS 8

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                  $ 223
   Receivables and deposits                                                       244
   Restricted escrows                                                              18
   Other assets                                                                   603
   Investment properties (Notes B and E):
      Land                                                    $ 1,970
      Buildings and related personal property                   32,481
                                                                34,451
      Less accumulated depreciation                            (24,733)         9,718
                                                                             $ 10,806
Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                        $ 339
      Tenant security deposit liabilities                                         109
      Accrued property taxes                                                      453
      Due to Affiliates (Note D)                                                1,885
      Other liabilities                                                           236
      Mortgage notes payable (Note B)                                          14,878

Partners' Deficit
   General partner                                             $ (293)
   Limited partners (44,882 units issued and
      outstanding)                                              (6,801)        (7,094)
                                                                             $ 10,806

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                          NATIONAL PROPERTY INVESTORS 8

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                          Years Ended December 31,
                                                             2004          2003
Revenues:
<S>                                                         <C>           <C>
  Rental income                                             $ 3,747       $ 3,589
  Other income                                                  314           395
  Casualty gain (Note F)                                         --            19
      Total revenues                                          4,061         4,003

Expenses:
  Operating                                                   1,955         2,021
  General and administrative                                    163           187
  Depreciation                                                1,529         1,477
  Interest                                                    1,211         1,190
  Property taxes                                                318           543
      Total expenses                                          5,176         5,418

Net loss (Note C)                                           $(1,115)      $(1,415)

Net loss allocated to general partner (1%)                   $ (11)        $ (14)
Net loss allocated to limited partners (99%)                 (1,104)       (1,401)

                                                            $(1,115) $(1,415)

Net loss per limited partnership unit                       $(24.60)      $(31.22)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                          NATIONAL PROPERTY INVESTORS 8

                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (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 at
  December 31, 2002                       44,882       $ (268)    $(4,296)   $(4,564)

Net loss for the year ended
  December 31, 2003                           --          (14)     (1,401)    (1,415)

Partners' deficit at
  December 31, 2003                       44,882       $ (282)    $(5,697)   $(5,979)

Net loss for the year ended
  December 31, 2004                           --          (11)     (1,104)    (1,115)

Partners' deficit at
  December 31, 2004                       44,882       $ (293)    $(6,801)   $(7,094)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                          NATIONAL PROPERTY INVESTORS 8

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


                                                             Years Ended December 31,
                                                                 2004         2003
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(1,115)     $(1,415)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Amortization of loan costs                                      29           34
     Depreciation                                                 1,529        1,477
     Casualty gain                                                   --          (19)
     Change in accounts:
      Receivables and deposits                                     (162)          38
      Other assets                                                  (34)         (54)
      Accounts payable                                              (19)          46
      Tenant security deposit liabilities                            (3)          32
      Accrued property taxes                                        (56)          37
      Due to affiliates                                             198          117
      Other liabilities                                             (12)         103
          Net cash provided by operating activities                 355          396

Cash flows from investing activities:
  Property improvements and replacements                           (885)        (390)
  Insurance proceeds received                                        --           25
          Net cash used in investing activities                    (885)        (365)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (458)        (405)
  Advances from affiliate                                         1,065          505
  Repayment of advances from affiliate                               --          (92)
          Net cash provided by financing activities                 607            8

Net increase in cash and cash equivalents                            77           39

Cash and cash equivalents at beginning of year                      146          107

Cash and cash equivalents at end of year                         $ 223        $ 146

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,105      $ 1,089
Supplemental disclosure of non-cash flow activity:
  Property improvements and replacements in accounts
   payable                                                       $ 281        $ 200

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



                          NATIONAL PROPERTY INVESTORS 8

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004


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"),  a publicly  traded real estate
investment trust. 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
accounting   principles   generally  accepted  in  the  United  States  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 as shown in the  statements of  operations  and
changes in partner's deficit for 2004 and 2003 were allocated 99% to the limited
partners and 1% to the general  partner.  Net loss per limited  partnership unit
for each such  year was  computed  as 99% of net loss  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 Instruments: 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 Partnership  estimates
the fair value of its long term debt by  discounting  future  cash flows using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long-term debt. The fair value of
the Partnership's  long term debt, after discounting the scheduled loan payments
to maturity,  at the Partnership's  incremental  borrowing rate is approximately
$15,721,000.

Cash and Cash Equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  included  approximately  $75,000 at  December  31,  2004 that is
maintained by an 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 for
real property over 19 years for additions  after May 8, 1985, and before 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.

Deferred  Costs:  Loan  costs  of  approximately   $599,000,   less  accumulated
amortization of approximately  $120,000,  are included in other assets. The loan
costs are amortized over the terms of the related loan  agreements.  The related
amortization  expense is  included in  interest  expense  and was  approximately
$29,000  and  $34,000  for  the  years  ended   December   31,  2004  and  2003,
respectively.  Amortization expense is expected to be approximately  $33,000 for
2005 and 2006, $32,000 for 2007 and 2008, and $31,000 for 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

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 will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  The  Partnership  capitalizes  all  expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets",  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. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

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 established  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.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $95,000  and  $84,000  for the years ended
December 31, 2004 and 2003,  respectively,  were charged to operating expense as
incurred.

Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>

                              Principal    Monthly                           Principal
                             Balance At    Payment     Stated                 Balance
                            December 31,  Including   Interest  Maturity       Due At
Property                        2004       Interest     Rate      Date        Maturity
                                 (in thousands)                            (in thousands)
Williamsburg on the Lake
<S>                            <C>           <C>       <C>        <C>           <C>
  Apartments                   $ 8,304       $ 68      6.63%      01/22         $ --
Huntington Athletic
  Club Apartments                6,574         62      8.15%      06/20            --

          Totals               $14,878      $ 130                               $ --
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective  rental  properties.  The mortgage notes payable
include  a  prepayment  penalty  if  repaid  prior  to  maturity.  Further,  the
properties may not be sold subject to existing indebtedness.

Scheduled  principal  payments on mortgage notes payable  subsequent to December
31, 2004 are as follows (in thousands):

                               2005              $ 492
                               2006                 529
                               2007                 569
                               2008                 612
                               2009                 658
                            Thereafter           12,018
                                                $14,878

Note C - 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 and Federal taxable loss
(in thousands, except per unit data):

                                              2004         2003

Net loss as reported                         $(1,115)     $(1,415)
Add (deduct):
   Depreciation differences                       81          160
   Miscellaneous                                  39          (44)

Federal taxable loss                         $ (995)      $(1,299)

Federal taxable loss per limited
   partnership unit                          $ (4.40)     $(28.64)

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

                                                     2004
Net liabilities as reported                        $(7,094)
Land and buildings                                  (1,544)
Accumulated depreciation                                (7)
Syndication and distribution costs                   2,637
Other                                                  400
Net liabilities - Federal tax basis                $(5,608)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends 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.

Affiliates of the Managing  General  Partner  receive 5% of gross  receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$201,000  and  $198,000  for  the  years  ended  December  31,  2004  and  2003,
respectively, which is included in operating expense.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $218,000 and
$147,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $83,000 and $5,000,  respectively.  The  construction  management
service fees are  calculated  based on a percentage of current year additions to
investment properties.  Approximately $224,000 of the accountable administrative
expenses were accrued at December 31, 2004 and are included in due to affiliate.

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 of  distributions
from  operations  based upon the number of  Partnership  units sold,  subject to
certain limitations.  The Managing General Partner was not entitled to receive a
reimbursement  during the years ended  December 31, 2004 and 2003 because  there
were no distributions from operations during these periods.

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 not entitled to receive this
fee during the years ended December 31, 2004 and 2003.

NPI Equity,  on behalf of the Partnership and certain  affiliated  partnerships,
has established a revolving credit facility (the  "Partnership  Revolver") to be
used to fund deferred  maintenance  and working capital needs of the Partnership
and certain other  affiliated  partnerships in the National  Property  Investors
Partnership  Series.  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 prime rate plus 2%
(7.25% at December 31, 2004) per annum.  The maturity date of any such borrowing
accelerates  in the event of:  (i) the  removal  of NPI  Equity as 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 Managing General Partner has exceeded this credit limit. It
advanced the Partnership  approximately $1,065,000 and $505,000 during the years
ended  December 31, 2004 and 2003,  respectively.  Interest  expense  during the
years ended  December 31, 2004 and 2003 was  approximately  $72,000 and $19,000,
respectively.  During the year ended  December 31, 2003,  the  Partnership  made
payments on the outstanding loans and accrued interest of approximately $92,000.
There were no payments made on outstanding  loans during the year ended December
31, 2004. At December 31, 2004, the amount of the outstanding  loans and accrued
interest  was  approximately  $1,661,000.  Subsequent  to December  31, 2004 the
Managing  General  Partner  issued  the  Partnership   additional   advances  of
approximately  $708,000 for costs associated with the redevelopment  project and
property taxes at Huntington Athletic Club Apartments.

The Partnership is currently undergoing a substantial  redevelopment  project at
Huntington  Athletic Club Apartments.  It is estimated that the costs associated
with this renovation will be approximately $3.8 million.  In order to fund these
renovations,  the  Partnership  sought the  consent of its  limited  partners to
obtain a $2.0 million loan from an  affiliate of the Managing  General  Partner.
The consent to the loan was  obtained  on  November 5, 2004.  The balance of the
costs  associated  with  the   redevelopment  is  expected  to  be  funded  from
operations.

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.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $73,000 and
$67,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 27,772 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 61.88% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership. However, DeForest Ventures
II L.P.,  from whom an  affiliate  of AIMCO and the  Managing  General  Partner,
through its merger with  Insignia,  acquired  16,447  units,  had agreed for the
benefit of third party unitholders,  that it would vote these units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast by third  party  unit  holders.  Except  for the
foregoing, no other limitations are imposed on AIMCO or its affiliates' right to
vote each unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Note E - Investment Properties 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                    $ 8,304        $ 590       $14,822         $ 5,568
Huntington Athletic Club
  Apartments                      6,574         1,368        9,233           2,870
Total                           $14,878       $ 1,958      $24,055         $ 8,438
</TABLE>

                Gross Amount At Which Carried
                    At December 31, 2004
                       (in thousands)
<TABLE>
<CAPTION>

                          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     $20,386   $20,980    $17,656      1974-1976    03/86    5-30 yrs
Huntington
 Athletic Club
  Apartments      1,376     12,095    13,471      7,077         1986      02/88    5-30 yrs

Total           $ 1,970    $32,481   $34,451    $24,733
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                               Years Ended December 31,
                                                  2004          2003
                                                    (in thousands)
         Investment Properties
         Balance at beginning of year            $33,485       $32,909
             Property improvements                   966           591
             Property dispositions                    --           (15)
         Balance at end of year                  $34,451       $33,485

         Accumulated Depreciation
         Balance at beginning of year            $23,204       $21,736
             Additions charged to expense          1,529         1,477
             Property dispositions                    --            (9)
         Balance at end of year                  $24,733       $23,204

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $32,895,000  and  $32,017,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2004 and 2003, is  approximately  $24,741,000  and  $23,292,000,
respectively.

Note F - Casualty Gain

In July 2002 a fire  occurred  at  Williamsburg  on the Lake  Apartments,  which
caused  damage to one unit in the  complex.  During the year ended  December 31,
2003 insurance  proceeds of  approximately  $25,000 were received and assets and
related accumulated  depreciation with a net book value of approximately  $6,000
were  written-off.  This  resulted in a casualty gain of  approximately  $19,000
being recognized during the year ended December 31, 2003.

Note G - Indiana Property Taxes

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values.  The  Partnership   appealed  the  reassessed   property  tax  value  of
Williamsburg on the Lake Apartments.  In the state of Indiana property tax bills
are paid one year in arrears.  Due to the Partnership's appeal of the reassessed
property  value,  the property tax accrual for 2003 and, in certain  situations,
the  remaining  liability  for the 2002  property  tax  bills  was  based on the
property tax value as estimated by a third party  property tax  specialist.  The
appeal  was  settled  during  the year  ended  December  31,  2004 and the final
property  value  was  lower  than  the  amount  estimated  by the  third  party.
Therefore,  property tax expense for 2002 and 2003 was reduced by  approximately
$147,000  and the  estimate  for  property  taxes which will be due for 2004 was
reduced by  approximately  $70,000  during 2004 based on this  revised  property
value.

Note H - Contingencies

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. (the "Nuanes action") 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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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 series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's financial condition or results of operations.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.

Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosures

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

Item 8b.    Other Information

            None.
                                    PART III

Item 9.     Directors,  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
directors  and  officers of the  Managing  General  Partner are set forth below.
There are no family relationships between or among any directors or officers.

Martha L. Long                   45   Director and Senior Vice President
Harry G. Alcock                  42   Director and Executive Vice President
Miles Cortez                     61   Executive Vice President, General Counsel
                                        and Secretary
Patti K. Fielding                41   Executive Vice President
Paul J. McAuliffe                48   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 42   Senior Vice President and Chief Accounting
                                        Officer
Stephen B. Waters                43   Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing  General  Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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 board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

Neither the directors nor officers  received any remuneration  from the Managing
General Partner during the year ended December 31, 2004.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Partnership's limited partnership units, by each of the directors and by all
directors and officers of the Managing General Partner as a group as of December
31, 2004.

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

           AIMCO IPLP, L.P.                      17,072            38.04%
             (an affiliate of AIMCO)
           AIMCO Properties, L.P.                10,700            23.84%
             (an affiliate of AIMCO)

AIMCO  IPLP,  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 4582 S. Ulster St. Parkway,  Suite 1100, Denver,  Colorado
80237.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and depends 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.

Affiliates of the Managing  General  Partner  receive 5% of gross  receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$201,000  and  $198,000  for  the  years  ended  December  31,  2004  and  2003,
respectively, which is included in operating expense.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $218,000 and
$147,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $83,000 and $5,000,  respectively.  The  construction  management
service fees are  calculated  based on a percentage of current year additions to
investment properties.  Approximately $224,000 of the accountable administrative
expenses were accrued at December 31, 2004 and are included in due to affiliate.

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 of  distributions
from  operations  based upon the number of  Partnership  units sold,  subject to
certain limitations.  The Managing General Partner was not entitled to receive a
reimbursement  during the years ended  December 31, 2004 and 2003 because  there
were no distributions from operations during these periods.

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 not entitled to receive this
fee during the years ended December 31, 2004 and 2003.

NPI Equity,  on behalf of the Partnership and certain  affiliated  partnerships,
has established a revolving credit facility (the  "Partnership  Revolver") to be
used to fund deferred  maintenance  and working capital needs of the Partnership
and certain other  affiliated  partnerships in the National  Property  Investors
Partnership  Series.  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 prime rate plus 2%
(7.25% at December 31, 2004) per annum.  The maturity date of any such borrowing
accelerates  in the event of:  (i) the  removal  of NPI  Equity as 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 Managing General Partner has exceeded this credit limit. It
advanced the Partnership  approximately $1,065,000 and $505,000 during the years
ended  December 31, 2004 and 2003,  respectively.  Interest  expense  during the
years ended  December 31, 2004 and 2003 was  approximately  $72,000 and $19,000,
respectively.  During the year ended  December 31, 2003,  the  Partnership  made
payments on the outstanding loans and accrued interest of approximately $92,000.
There were no payments made on outstanding  loans during the year ended December
31, 2004. At December 31, 2004, the amount of the outstanding  loans and accrued
interest  was  approximately  $1,661,000.  Subsequent  to December  31, 2004 the
Managing  General  Partner  issued  the  Partnership   additional   advances  of
approximately  $708,000 for costs associated with the redevelopment  project and
property taxes at Huntington Athletic Club Apartments.

The Partnership is currently undergoing a substantial  redevelopment  project at
its  Huntington  Athletic  Club  Apartments.  It is  estimated  that  the  costs
associated with this renovation will be approximately $3.8 million.  In order to
fund  these  renovations,  the  Partnership  sought the  consent of its  limited
partners  to a $2.0  million  loan from an  affiliate  of the  Managing  General
Partner.  The consent to the loan was obtained on November 5, 2004.  The balance
of the costs  associated  with the  redevelopment  is expected to be funded from
operations.

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.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $73,000 and
$67,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 27,772 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 61.88% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership. However, DeForest Ventures
II L.P.,  from whom an  affiliate  of AIMCO and the  Managing  General  Partner,
through its merger with  Insignia,  acquired  16,447  units,  had agreed for the
benefit of third party unitholders,  that it would vote these units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast by third  party  unit  holders.  Except  for the
foregoing, no other limitations are imposed on AIMCO or its affiliates' right to
vote each unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $32,000 and $37,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $8,000 and $10,000 for
2004 and 2003, respectively.

                                   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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President

                                    Date: March 18, 2005


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
date indicated.

/s/Harry G. Alcock            Director and Executive        Date: March 18, 2005
Harry G. Alcock               Vice President

/s/Martha L. Long             Director and Senior Vice      Date: March 18, 2005
Martha L. Long                President

/s/Stephen B. Waters          Vice President                Date: March 18, 2005
Stephen B. Waters


<PAGE>



                          NATIONAL PROPERTY INVESTORS 8

                                  Exhibit Index



Exhibit Number    Description of Exhibit


      2.5         Master Indemnity Agreement (1)

      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)

     10.26        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).

     10.27        Multifamily  note  dated  December  6,  2001  by  and  between
                  National   Property   Investors   8,  a   California   limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California  Corporation,  relating to Williamsburg  Apartments
                  (incorporated  by  reference  to Exhibit  10.27 filed with the
                  Registrant's  Annual  Report on Form 10-KSB for the year ended
                  December 31, 2001).

     31.1         Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

     31.2         Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

     32.1         Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

     (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.


Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have  reviewed  this annual  report on Form 10-KSB of National  Property
      Investors 8;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 18, 2005
                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of NPI Equity
                                    Investments, Inc., equivalent of the
                                    chief executive officer of the Partnership

Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have  reviewed  this annual  report on Form 10-KSB of National  Property
      Investors 8;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 18, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of NPI Equity
                                    Investments, Inc., equivalent of
                                    the chief financial officer of
                                    the Partnership


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Annual  Report  on Form  10-KSB of  National  Property
Investors 8 (the  "Partnership"),  for the year ended December 31, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Martha  L.  Long,  as the  equivalent  of the  chief  executive  officer  of the
Partnership,  and Stephen B. Waters,  as the  equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.

                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 18, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 18, 2005

This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.