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, 2002

[ ]   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 of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $4,369,000

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, 2002. 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.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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; 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
Registrant's  managing  general partner (the "Managing  General Partner" or "NPI
Equity") on December 20, 1991. The Managing  General Partner was a subsidiary of
National Property Investors, Inc. ("NPI") until December 31, 1996, at which time
Insignia  Properties Trust ("IPT") acquired the stock of NPI Equity. On February
26, 1999, IPT merged into Apartment Investment and Management Company ("AIMCO"),
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 Registrant  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
Registrant  had  accepted  subscriptions  for 44,882  Units for an  aggregate of
$22,441,000.  In addition,  the Managing General Partner  contributed a total of
$1,000 to the Partnership.  Since its initial  offering,  the Registrant has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.  All 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, 2002 and 2001.

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

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.

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.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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


Schedule of Properties

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

<TABLE>
<CAPTION>

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

<S>                      <C>           <C>        <C>                     <C>
Williamsburg on the      $20,162       $15,579    5-30 yrs.    S/L        $ 3,557
  Lake Apartments
Huntington Apartments     12,747         6,157    5-30 yrs.    S/L          6,110
                         $32,909       $21,736                            $ 9,667
</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 Registrant's properties.

<TABLE>
<CAPTION>

                            Principal                                       Principal
                           Balance At      Stated                            Balance
                          December 31,    Interest    Period   Maturity       Due At
Property                      2002          Rate    Amortized    Date      Maturity (1)
                         (in thousands)                                   (in thousands)

<S>                          <C>           <C>       <C>         <C>           <C>
Williamsburg on the          $ 8,776       6.63%     20 yrs.     01/22         $ --
  Lake Apartments
Huntington Apartments          6,965       8.15%     20 yrs.     06/20            --
                             $15,741                                           $ --
</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.

On  December  6, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Williamsburg on the Lake Apartments.  The refinancing  replaced  indebtedness of
approximately  $7,400,000  with a new mortgage in the amount of $9,000,000.  The
new mortgage  carries a stated  interest  rate of 6.63% as compared to the 7.33%
interest rate on the old mortgage. Payments on the mortgage loan are due monthly
until the loan matures on January 1, 2022 at which time the loan is scheduled to
be fully amortized.  Total capitalized loan costs incurred during the year ended
December 31, 2001 were  approximately  $425,000,  which are being amortized over
the  life  of  the  loan.  The  Partnership  recognized  a  loss  on  the  early
extinguishment  of  debt  of  approximately  $306,000  due to the  write-off  of
unamortized loan costs and a prepayment penalty.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2002 and 2001 for each property:

                                     Average Annual              Average Annual
                                      Rental Rates                 Occupancy
                                   (per unit)
 Property                         2002           2001           2002        2001

 Williamsburg on the Lake
   Apartments                    $6,775         $6,954          87%          92%
 Huntington Apartments            8,167          9,112          91%          92%

The  Managing   General   Partner   attributes  the  decrease  in  occupancy  at
Williamsburg  on  the  Lake  Apartments  to  poor  economic  conditions  in  the
Indianapolis, Indiana market and tenants buying homes due to low interest 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 2002 for each property were:

                                                  2002            2002
                                                  Taxes           Rates
                                             (in thousands)

Williamsburg on the Lake Apartments               $332            3.51%
Huntington Apartments                              126            1.03%

Capital Improvements

Williamsburg on the Lake Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$215,000  of  capital  expenditures  at  Williamsburg  on  the  Lake  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
replacements,  and  interior  decoration.  These  improvements  were funded from
operating cash flow and the Partnership's reserves. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $138,000.  Additional improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Huntington Athletic Club Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$120,000  of  capital   expenditures  at  Huntington  Athletic  Club  Apartments
consisting  primarily of floor  covering,  appliance and air  conditioning  unit
replacements,  and  plumbing  fixture  and  perimeter  fencing  upgrades.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $64,000.  Additional  improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Item 3.     Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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
a tender offer 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 provides 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.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

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

During the quarter ended  December 31, 2002, 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 903  holders of record  owning an
aggregate of 44,882  Units.  Affiliates  of the Managing  General  Partner owned
27,386  units or 61.02% at  December  31,  2002.  No public  trading  market has
developed  for the  units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2002:

                                                Distributions
                                        Aggregate          Per Limited
                                      (in thousands)     Partnership Unit

       01/01/01 - 12/31/01              $1,587 (1)            $35.00
       01/01/02 - 12/31/02                 443 (2)              9.78

(1)   Consists of $640,000 of cash from operations and $947,000 of cash from the
      refinancing proceeds of Williamsburg on the Lake Apartments.

(2)   Consists of $410,000 of cash from  operations and $33,000 of cash from the
      refinancing of Williamsburg on the Lake Apartments in 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations after required capital  improvements,  to permit any distributions to
its  partners  in 2003 or  subsequent  periods.  See  "Item  2.  Description  of
Properties  - Capital  Improvements"  for  information  relating to  anticipated
capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 27,386 limited partnership units in
the Partnership  representing  61.02% of the  outstanding  units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.02% of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant.  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.  However,
DeForest  Ventures II L.P.,  from whom AIMCO,  through its merger with Insignia,
acquired 16,447 units, had agreed for the benefit of non-tendering  unitholders,
that it would vote these units: (i) against any increase in compensation payable
to the Managing General Partner or to affiliates;  and (ii) on all other matters
submitted  by it or its  affiliates,  in  proportion  to the  votes  cast by non
tendering  unit holders.  Except for the  foregoing,  no other  limitations  are
imposed on AIMCO or its affiliates' right to vote each unit acquired.

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 Registrant's net loss for the year ended December 31, 2002 was approximately
$830,000 as compared to net loss of  approximately  $621,000  for the year ended
December  31,  2001.  (See  "Item  7.  Financial  Statements  -  Note  C"  for a
reconciliation of these amounts to the Registrant's federal taxable income.) The
increase in net loss for the year ended  December 31, 2002 was due to a decrease
in total revenue partially offset by a decrease in total expenses.

Total revenues decreased for the year ended December 31, 2002 due primarily to a
decrease in rental income.  Rental income decreased due to a decrease in average
rental rates at both  properties  and a decrease in occupancy and an increase in
bad debt expense at  Williamsburg on the Lake  Apartments.  These decreases were
partially offset by a decrease in concession costs at both properties.

Total  expenses  decreased for the year ended December 31, 2002 due primarily to
decreases  in  operating  and  general  and  administrative   expenses  and  the
recognition  of a  loss  on  early  extinguishment  of  debt  during  2001  (see
"Liquidity and Capital  Resources")  partially offset by an increase in property
tax  expense.   Operating   expenses  decreased  due  to  reduced  property  and
maintenance  expenses and reduced  management fees.  Property expenses decreased
primarily  due to decreases in salary and related  benefit  expenses and reduced
employee apartment expenses at both of the Partnership's properties. Maintenance
expense decreased at both of the  Partnership's  properties due to the increased
capitalization  of certain direct and indirect costs,  primarily payroll related
costs (see Item 7. Financial  Statements - Note A - Organization and Significant
Accounting  Policies)  partially  offset by an increase  in contract  repairs at
Williamsburg  on the Lake  Apartments.  Management  fees decreased  primarily at
Williamsburg on the Lake  Apartments due to reduced rental revenue.  General and
administrative  expenses  decreased  primarily  due to  reduced  non-accountable
expense  reimbursement  paid to the Managing General Partner from  distributions
from   operations  per  the   Partnership   Agreement  due  to  lower  operating
distributions  during  2002  and  reduced  costs  of  service  included  in  the
management  reimbursements  to the Managing General Partner as allowed under the
Partnership Agreement.  Also included in general and administrative  expenses at
both  December 31, 2002 and 2001 are costs  associated  with the  quarterly  and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.  Property tax expense increased due
to the  timing  of the  receipt  of the tax  bills at  Williamsburg  on the Lake
Apartments  which  impacted  the  accruals  at December  31,  2002 and 2001.  In
addition,  property  tax refunds for prior  years of  approximately  $14,000 and
$5,000 were  received by  Williamsburg  on the Lake  Apartments  and  Huntington
Athletic Club  Apartments,  respectively,  during 2001. No similar  refunds were
received  during the year ended December 31, 2002. A decrease in the tax rate at
Williamsburg on the Lake  Apartments was offset by an increased  appraised value
of the property.

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  held  cash and cash  equivalents  of
approximately  $107,000 compared to approximately  $84,000 at December 31, 2001.
The  decrease  of  approximately  $23,000  in cash  and cash  equivalents  since
December  31, 2001 is due to  approximately  $748,000 of cash used in  financing
activities  and  approximately  $311,000 of cash used in  investing  activities,
which was  partially  offset by  approximately  $1,082,000  of cash  provided by
operating   activities.   Cash  used  in  financing   activities   consisted  of
distributions  to the  partners,  payments of  principal  made on the  mortgages
encumbering the  Partnership's  investment  properties and repayment of advances
from an affiliate  partially offset by advances from an affiliate.  Cash used in
investing  activities  consisted  of  property   improvements  and  replacements
partially  offset by net  withdrawals  from escrow  accounts  maintained  by the
mortgage  lender.  The  Partnership  invests  its  working  capital  reserves in
interest bearing accounts.

On  December  6, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Williamsburg on the Lake Apartments.  The refinancing  replaced  indebtedness of
approximately  $7,400,000  with a new mortgage in the amount of $9,000,000.  The
new mortgage  carries a stated  interest  rate of 6.63% as compared to the 7.33%
interest rate on the old mortgage. Payments on the mortgage loan are due monthly
until the loan matures on January 1, 2022 at which time the loan is scheduled to
be fully amortized.  Total capitalized loan costs incurred during the year ended
December 31, 2001 were approximately $425,000. The Partnership recognized a loss
on the  early  extinguishment  of  debt  of  approximately  $306,000  due to the
write-off of unamortized loan costs and a prepayment penalty.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the  accompanying  statement of  operations  for 2001 reflects the loss on early
extinguishment  of debt at  Williamsburg  on the Lake  Apartments  in operations
rather than as an extraordinary item.

The Managing  General Partner has extended to the Partnership a $500,000 line of
credit.  During the year ended  December 31, 2002 the Managing  General  Partner
advanced  the  Partnership  $294,000  under the  Partnership  Revolver  to cover
operating  expenses.  Interest  was  charged  at prime plus 2% and  amounted  to
approximately  $3,000 during the year ended December 31, 2002.  The  Partnership
repaid approximately  $205,000 of this loan including the accrued interest prior
to December 31,  2002,  which left a loan  balance of  approximately  $92,000 at
December 31, 2002. No amounts were  outstanding  during the year ended  December
31,  2001.  Other  than  cash and cash  equivalents,  the line of  credit is the
Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the 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 and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  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,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year and currently expects to budget approximately $202,000 for both of
the  Partnership's   investment  properties.   Additional  improvements  may  be
considered during 2003 and will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
properties. The additional capital expenditures will be incurred only if cash is
available from operations or from Partnership  reserves. To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. The mortgage indebtedness
of approximately $15,741,000 is amortized over 20 years and matures 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.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                          Year          Per Limited         Year           Per Limited
                          Ended         Partnership         Ended          Partnership
                    December 31, 2002      Unit       December 31, 2001       Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 410           $ 9.04            $ 640            $14.10
Refinancing (1)              33             0.74              947             20.90
                          $ 443           $ 9.78           $1,587            $35.00
</TABLE>

(1) From the refinancing of Williamsburg on the Lake Apartments during 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital  improvements,  to permit any  distributions to its partners in
2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 27,386 limited partnership units in
the Partnership  representing  61.02% of the  outstanding  units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.02% of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant.  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.  However,
DeForest  Ventures II L.P.,  from whom AIMCO,  through its merger with Insignia,
acquired 16,447 units, had agreed for the benefit of non-tendering  unitholders,
that it would vote these units: (i) against any increase in compensation payable
to the Managing General Partner or to affiliates;  and (ii) on all other matters
submitted  by it or its  affiliates,  in  proportion  to the  votes  cast by non
tendering  unit holders.  Except for the  foregoing,  no other  limitations  are
imposed on AIMCO or its affiliates' right to vote each unit acquired.

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  changes  in the
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 an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.


Item 7.     FINANCIAL STATEMENTS

NATIONAL PROPERTY INVESTORS 8

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2002

      Statements of Operations - Years ended December 31, 2002 and 2001

      Statements of Changes in Partners' Deficit - Years ended December 31, 2002
         and 2001

      Statements of Cash Flows - Years ended December 31, 2002 and 2001

      Notes to Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
National Property Investors 8


We have audited the accompanying  balance sheet of National Property Investors 8
as of December 31, 2002, 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, 2002.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of National Property Investors 8
at December 31, 2002,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2002, in conformity  with
accounting principles generally accepted in the United States.

As  discussed in Note A to the  financial  statements,  in 2002 the  Partnership
adopted Statement of Financial Accounting Standards No. 145, "Rescission of FASB
Statements No. 4, 44 and 64." As a result, the accompanying financial statements
for 2001,  referred to above,  have been restated to conform to the presentation
adopted in 2002 in accordance with accounting  principles  generally accepted in
the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003


                          NATIONAL PROPERTY INVESTORS 8

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                  $ 107
   Receivables and deposits                                                       120
   Restricted escrows                                                              18
   Other assets                                                                   578
   Investment properties (Notes B and E):
      Land                                                    $ 1,970
      Buildings and related personal property                   30,939
                                                                32,909
      Less accumulated depreciation                            (21,736)        11,173
                                                                             $ 11,996
Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                         $ 30
      Tenant security deposit liabilities                                          80
      Accrued property taxes                                                      472
      Due to Affiliates (Note D)                                                   92
      Other liabilities                                                           145
      Mortgage notes payable (Note B)                                          15,741

Partners' Deficit
   General partner                                             $ (268)
   Limited partners (44,882 units issued and
      outstanding)                                              (4,296)        (4,564)
                                                                             $ 11,996

                       See Accompanying Notes to Financial Statements
</TABLE>

                          NATIONAL PROPERTY INVESTORS 8

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


<TABLE>
<CAPTION>


                                                          Years Ended December 31,
                                                             2002          2001
                                                                        (Restated)
Revenues:
<S>                                                         <C>           <C>
  Rental income                                             $ 3,982       $ 4,488
  Other income                                                  387           385
      Total revenues                                          4,369         4,873

Expenses:
  Operating                                                   1,787         1,872
  General and administrative                                    239           275
  Depreciation                                                1,456         1,434
  Interest                                                    1,204         1,182
  Property taxes                                                513           425
  Loss on early extinguishment of debt (Note B)                  --           306
      Total expenses                                          5,199         5,494

Net loss (Note C)                                           $ (830)       $ (621)

Net loss allocated to general partner (1%)                   $ (8)         $ (6)
Net loss allocated to limited partners (99%)                   (822)         (615)

                                                            $ (830)       $ (621)

Net loss per limited partnership unit                       $(18.31)      $(13.70)

Distributions per limited partnership unit                  $ 9.78        $ 35.00

                       See Accompanying Notes to 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, 2000                       44,882       $ (234)    $ (849)    $(1,083)

Distributions to partners                     --          (16)     (1,571)    (1,587)

Net loss for the year ended
  December 31, 2001                           --           (6)       (615)      (621)

Partners' deficit at
  December 31, 2001                       44,882         (256)     (3,035)    (3,291)

Distributions to partners                     --           (4)       (439)      (443)

Net loss for the year ended
  December 31, 2002                           --           (8)       (822)      (830)

Partners' deficit at
  December 31, 2002                       44,882       $ (268)    $(4,296)   $(4,564)

                       See Accompanying Notes to Financial Statements
</TABLE>

                          NATIONAL PROPERTY INVESTORS 8

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                                 2002         2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $ (830)      $ (621)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Amortization of loan costs                                      36           46
     Depreciation                                                 1,456        1,434
     Loss on early extinguishment of debt                            --          306
     Change in accounts:
      Receivables and deposits                                      355         (305)
      Accounts payable                                                4         (131)
      Tenant security deposit liabilities                             9           --
      Accrued property taxes                                         41           87
      Other liabilities                                              11          (99)
          Net cash provided by operating activities               1,082          717

Cash flows from investing activities:
  Property improvements and replacements                           (335)        (641)
  Net withdrawals from restricted escrows                            24          496
          Net cash used in investing activities                    (311)        (145)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (397)        (159)
  Repayment of mortgage notes payable                                --       (7,400)
  Proceeds from mortgage notes payable                               --        9,000
  Prepayment penalties                                               --         (248)
  Loan costs paid                                                    --         (439)
  Advances from affiliate                                           294           --
  Repayment of advances from affiliate                             (202)          --
  Distributions to partners                                        (443)      (1,587)
          Net cash used in financing activities                    (748)        (833)

Net increase (decrease) in cash and cash equivalents                 23         (261)

Cash and cash equivalents at beginning of year                       84          345

Cash and cash equivalents at end of year                         $ 107        $ 84

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,169      $ 1,182


                       See Accompanying Notes to Financial Statements
</TABLE>


                          NATIONAL PROPERTY INVESTORS 8

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2002


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 directors and officers of the Managing  General  Partner
also serve as executive  officers of AIMCO. The Partnership  Agreement  provides
that the  Partnership  is to terminate on December 31, 2008,  unless  terminated
prior to such date.  The  Partnership  operates two  properties,  one located in
Indianapolis, Indiana, and one located in Morrisville, North Carolina.

Use of Estimates:  The  preparation of financial  statements in conformity  with
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 2002 and 2001 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 Statements:  Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity,  at the  Partnership's  incremental  borrowing  rate is  approximately
$16,813,000.

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  $54,000 at  December  31,  2002 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 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1) real property over 27 1/2 years and (2) personal  property  additions over 5
years.

Loan Costs: Loan costs of approximately $599,000, less accumulated  amortization
of approximately  $57,000,  are included in other assets and are being amortized
on the straight-line method over the life of the loans. The related amortization
expense is included in interest expense.  Amortization expense is expected to be
$33,000 for each of the years 2003 through 2007.

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

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

Restricted Escrows:

      Repair Escrow: At the time of the refinancing of Huntington  Athletic Club
      Apartments,  the  Partnership was required to establish a repair escrow of
      approximately  $454,000 with the lender for certain capital  replacements.
      All funds were withdrawn and all repairs  completed  during the year ended
      December 31, 2001.

      Reserve  Account:  A general  reserve account was established in 1996 with
      the refinancing  proceeds for Williamsburg on the Lake  Apartments.  These
      funds were  established to cover  necessary  repairs and  replacements  of
      existing improvements.  The balance at December 31, 2001 was approximately
      $25,000 which included interest.  During the year ended December 31, 2002,
      the  general  reserve  account  was  closed  due  to  the  refinancing  of
      Williamsburg Apartments on December 6, 2001.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  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.  Costs of apartment properties that have been permanently impaired
have been written down to appraised  value.  No  adjustments  for  impairment of
value were recorded in the years ended December 31, 2002 or 2001.

During 2001, AIMCO, an affiliate of the managing general partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $68,000 in 2002 compared
to 2001.

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  $76,000  and  $71,000  for the years ended
December 31, 2002 and 2001,  respectively,  were charged to operating expense as
incurred.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted SFAS 144 effective January 1, 2002. The adoption did not have a material
effect on the financial position or results of operations of the Partnership.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the  accompanying  statement of  operations  for 2001 reflects the loss on early
extinguishment  of debt at  Williamsburg  on the Lake  Apartments  in operations
rather than as an extraordinary item.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                              Principal    Monthly                           Principal
                             Balance At    Payment     Stated                 Balance
                            December 31,  Including   Interest  Maturity       Due At
Property                        2002       Interest     Rate      Date        Maturity
                                 (in thousands)                            (in thousands)
Williamsburg on the Lake
<S>                            <C>           <C>       <C>        <C>           <C>
  Apartments                   $ 8,776       $ 68      6.63%      01/22         $ --
Huntington Apartments            6,965         62      8.15%      06/20            --

          Totals               $15,741      $ 130                               $ --
</TABLE>

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

On  December  6, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Williamsburg on the Lake Apartments.  The refinancing  replaced  indebtedness of
approximately  $7,400,000  with a new mortgage in the amount of $9,000,000.  The
new mortgage  carries a stated  interest  rate of 6.63% as compared to the 7.33%
interest rate on the old mortgage. Payments on the mortgage loan are due monthly
until the loan matures on January 1, 2022 at which time the loan is scheduled to
be fully amortized.  Total capitalized loan costs incurred during the year ended
December 31, 2001 were approximately $425,000. The Partnership recognized a loss
on the  early  extinguishment  of  debt  of  approximately  $306,000  due to the
write-off of unamortized loan costs and a prepayment penalty.

Scheduled  principal  payments on mortgage notes payable  subsequent to December
31, 2002 are as follows (in thousands):

                               2003              $ 405
                               2004                 457
                               2005                 492
                               2006                 529
                               2007                 569
                            Thereafter           13,289
                                                $15,741

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):

                                              2002         2001

Net loss as reported                         $ (830)      $ (621)
Add (deduct):
   Depreciation differences                      148           95
   Miscellaneous                                  (2)         (13)

Federal taxable loss                         $ (684)      $ (539)

Federal taxable loss per limited
   partnership unit                          $(15.08)     $(11.89)

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

                                                     2002
Net liabilities as reported                        $(4,564)
Land and buildings                                  (1,267)
Accumulated depreciation                              (239)
Syndication and distribution costs                   2,637
Other                                                  119
Net liabilities - Federal tax basis                $(3,314)

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $220,000 and $244,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
operating expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $150,000 and
$306,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $2,000
and $157,000 for the years ended December 31, 2002 and 2001,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current year additions to investment properties.

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 received approximately $36,000
and $59,000 for the years ended  December 31, 2002 and 2001,  respectively,  for
non-accountable  expense  reimbursements,  which  is  included  in  general  and
administrative expenses.

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
reimbursement during the years ended December 31, 2002 and 2001.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $90,000 for loan costs
related to the refinancing of  Williamsburg  on the Lake  Apartments  during the
year ended December 31, 2001.

The Managing  General Partner has  established a revolving  credit facility (the
"Partnership  Revolver")  to be used to fund  deferred  maintenance  and working
capital needs of the Partnership.  The maximum draw available to the Partnership
under the Partnership Revolver is $500,000. Loans under the Partnership Revolver
will have a term of 365 days,  be unsecured  and bear interest at the rate of 2%
per  annum in  excess of the  prime  rate  announced  from time to time by Chase
Manhattan  Bank.  The maturity date of such borrowing will be accelerated in the
event of: (i) the removal of the Managing  General  Partner  (whether or not For
Cause);  (ii) the sale or refinancing of a property by the Partnership  (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property);  or (iii) the liquidation of the  Partnership.  During the year ended
December 31, 2002 the Managing General Partner advanced the Partnership $294,000
under the Partnership Revolver to cover operating expenses. Interest was charged
at prime plus 2% and  amounted  to  approximately  $3,000  during the year ended
December 31, 2002. The Partnership  repaid  approximately  $205,000 of this loan
including  the accrued  interest  prior to December 31, 2002,  which left a loan
balance  of  approximately  $92,000  at  December  31,  2002.  No  amounts  were
outstanding during the year ended December 31, 2001.

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.

Beginning in 2001, the  Partnership  began insuring 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $81,000 and $50,000, 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 27,386 limited partnership units in
the Partnership  representing  61.02% of the  outstanding  units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.02% of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant.  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.  However,
DeForest  Ventures II L.P.,  from whom AIMCO,  through its merger with Insignia,
acquired 16,447 units, had agreed for the benefit of non- tendering unitholders,
that it would vote these units: (i) against any increase in compensation payable
to the Managing General Partner or to affiliates;  and (ii) on all other matters
submitted  by it or its  affiliates,  in  proportion  to the  votes  cast by non
tendering  unit holders.  Except for the  foregoing,  no other  limitations  are
imposed on AIMCO or its affiliates' right to vote each unit acquired.

Note E - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)

                                                          Buildings         Cost
                                                         and Related     Capitalized
                                                           Personal     Subsequent to
Description                  Encumbrances      Land        Property      Acquisition
                            (in thousands)                             (in thousands)
Williamsburg on the Lake
<S>                             <C>            <C>         <C>             <C>
  Apartments                    $ 8,776        $ 590       $14,822         $ 4,750
Huntington Apartments             6,965         1,368        9,233           2,146

Total                           $15,741       $ 1,958      $24,055         $ 6,896
</TABLE>

                   Gross Amount At Which
                          Carried
                   At December 31, 2002
                      (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    $19,568   $20,162    $15,579      1974-1976     03/86    5-30 yrs
Huntington
  Apartments      1,376    11,371    12,747      6,157         1986       02/88    5-30 yrs

Total           $ 1,970   $30,939   $32,909    $21,736
</TABLE>


Reconciliation of "real estate and accumulated depreciation":

                                               Years Ended December 31,
                                                  2002          2001
                                                    (in thousands)
         Real Estate
         Balance at beginning of year            $32,574       $32,030
             Property improvements                   335           544
         Balance at end of year                  $32,909       $32,574

         Accumulated Depreciation
         Balance at beginning of year            $20,280       $18,846
             Additions charged to expense          1,456         1,434
         Balance at end of year                  $21,736       $20,280

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $31,642,000  and  $31,306,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $21,975,000  and  $20,667,000,
respectively.


Note F - 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the 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  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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
a tender offer 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 provides 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.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


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

            None.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
     with Section 16(a) of the Exchange Act

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

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

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing General Partner since April 1, 2002. Mr. McAuliffe has served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $37,000  and  non-audit  services
(principally tax-related) of approximately $18,000.

Item 10.    Executive Compensation

Neither the director nor officers  received any  remuneration  from the Managing
General Partner during the year ended December 31, 2002.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the  Registrant  owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Registrant's  limited partnership units, by each of the directors and by all
directors and executive  officers of the Managing  General Partner as a group as
of December 31, 2002.

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

           Insignia Properties, L.P.             17,072            38.04%
             (an affiliate of AIMCO)
           AIMCO Properties, L.P.                10,314            22.98%
             (an affiliate of AIMCO)

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

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business  address is 4582 S. Ulster St. Parkway,  Suite 1100,  Denver,  Colorado
80237.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $220,000 and $244,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
operating expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $150,000 and
$306,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $2,000
and $157,000 for the years ended December 31, 2002 and 2001,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current year additions to investment properties.

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 received approximately $36,000
and $59,000 for the years ended  December 31, 2002 and 2001,  respectively,  for
non-accountable  expense  reimbursements,  which  is  included  in  general  and
administrative expenses.

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
reimbursement during the years ended December 31, 2002 and 2001.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $90,000 for loan costs
related to the refinancing of  Williamsburg  on the Lake  Apartments  during the
year ended December 31, 2001.

The Managing  General Partner has  established a revolving  credit facility (the
"Partnership  Revolver")  to be used to fund  deferred  maintenance  and working
capital needs of the Partnership.  The maximum draw available to the Partnership
under the Partnership Revolver is $500,000. Loans under the Partnership Revolver
will have a term of 365 days,  be unsecured  and bear interest at the rate of 2%
per  annum in  excess of the  prime  rate  announced  from time to time by Chase
Manhattan  Bank.  The maturity date of such borrowing will be accelerated in the
event of: (i) the removal of the Managing  General  Partner  (whether or not For
Cause);  (ii) the sale or refinancing of a property by the Partnership  (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property);  or (iii) the liquidation of the  Partnership.  During the year ended
December 31, 2002 the Managing General Partner advanced the Partnership $294,000
under the Partnership Revolver to cover operating expenses. Interest was charged
at prime plus 2% and  amounted  to  approximately  $3,000  during the year ended
December 31, 2002. The Partnership  repaid  approximately  $205,000 of this loan
including  the accrued  interest  prior to December 31, 2002,  which left a loan
balance  of  approximately  $92,000  at  December  31,  2002.  No  amounts  were
outstanding during the year ended December 31, 2001.

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.

Beginning in 2001, the  Partnership  began insuring 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $81,000 and $50,000, 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 27,386 limited partnership units in
the Partnership  representing  61.02% of the  outstanding  units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.02% of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant.  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.  However,
DeForest  Ventures II L.P.,  from whom AIMCO,  through its merger with Insignia,
acquired 16,447 units, had agreed for the benefit of non- tendering unitholders,
that it would vote these units: (i) against any increase in compensation payable
to the Managing General Partner or to affiliates;  and (ii) on all other matters
submitted  by it or its  affiliates,  in  proportion  to the  votes  cast by non
tendering  unit holders.  Except for the  foregoing,  no other  limitations  are
imposed on AIMCO or its affiliates' right to vote each unit acquired.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See attached Exhibit Index.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2002:

            None.


Item 14.    Controls and Procedures

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, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   SIGNATURES


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


                                    NATIONAL PROPERTY INVESTORS 8


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                              Date: March 31, 2003


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


/s/Patrick J. Foye      Executive Vice President      Date: March 31, 2003
Patrick J. Foye         and Director


/s/Thomas C. Novosel    Senior Vice President         Date: March 31, 2003
Thomas C. Novosel       and Chief Accounting Officer



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


2.  Based on my  knowledge,  this  annual  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 annual
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President  of NPI  Equity
                                    Investments, Inc.,  equivalent of the chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


2.  Based on my  knowledge,  this  annual  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 annual
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                              /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Executive Vice President and Chief Financial
                                Officer of NPI Equity Investments, Inc.,
                                equivalent of the chief financial officer of the
                                Partnership



                          NATIONAL PROPERTY INVESTORS 8

                                  Exhibit Index



Exhibit Number    Description of Exhibit


      2.5         Master Indemnity Agreement (1)

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

      3.4         Agreement of Limited Partnership (2)

                  Amendments to Agreement of Limited Partnership (3)

                  Amendments to Agreement of Limited Partnership (4)

                  Amendments to Agreement of Limited Partnership (5)

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

     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).

99   Certification of Chief Executive Officer and Chief Financial Officer.



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

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

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

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

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

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




Exhibit 99


                          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, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the chief  executive  officer  of the
Partnership,  and Paul J.  McAuliffe,  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/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003


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